This non-fixed price sales and purchase agreement (this Agreement) is made on 20 Aug 2021 by and between Bitmain Technologies Limited (Bitmain) (Company number: REDACTED), with its registered office at Unit A1 of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and Cipher Mining Technologies Inc., a Delaware corporation (the Purchaser) with its principal place of business at 222 Purchase Street, #290, Rye, New York, USA, 10580.
Bitmain and the Purchaser shall hereinafter collectively be referred to as the Parties, and individually as a Party.
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Purchaser fully understands the market risks, the price-setting principles and the market fluctuations relating to the Products sold under this Agreement.
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Bitmain requires Purchaser to purchase the Products through the website of Bitmain (i.e., https://shop.bitmain.com/, similarly hereinafter).
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The Purchaser is willing to purchase and Bitmain is willing to supply cryptocurrency mining hardware and other equipment in accordance with the terms and conditions of this Agreement.
The Parties hereto agree as follows:
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Definitions and Interpretations
The following terms, as used herein, have the following meanings:
Affiliate means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person; Person means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity (whether or not having separate legal personality); and Control means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, provided that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms Controlled and Controlling have meanings correlative to the foregoing.
Applicable Law means any treaty, law, decree, order, regulation, decision, statute, ordinance, rule, directive, code or other document that has legal force under any system of law, including, without limitation, local law, law of any other state or part thereof or international law, and which creates or purports to create any requirement or rule that may affect, restrict, prohibit or expressly allow the terms of this Agreement or any activity contemplated or carried out under this Agreement.
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