PRE-ORDER PURCHASE ORDER No CFR21-001
DATED 11 OCTOBER 2021
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|Parties: || ||This Purchase Pre-Order (the Pre-Order) is entered as of 11 October 2021 (the Effective Date) by and between the following parties:|
| || ||Bitfury Top HoldCo B.V., a Netherlands company with its address at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands (Bitfury); and|
| || ||Cipher Mining Technologies Inc., a Delaware corporation, with its principal place of business at 222 Purchase Street, #290, Rye, NY, 10580, USA (the Customer)|
| || ||(together the Parties).|
|Purpose || ||The Parties wish to set forth in this Pre-Order a framework and general parameters/specifications for firm orders of Servers and Equipment by Customer from Bitfury from time to time through mutual agreement and execution of one or more binding Order Confirmations. For the avoidance of doubt, the Purchase Quantity, Purchase Price, and Delivery Terms are indicative and do not create any legally binding commitment on the Parties unless and until confirmed by a mutually executed Order Confirmation. Each Order Confirmation shall be construed together with the terms of this Pre-Order (unless specifically altered in the Order Confirmation), being understood that each Order Confirmation (together with this Pre-Order) shall be construed as an independent binding contract.|
|Product Description: || ||Bitfury proprietary server producing 195TH/s (+-5%) of hashing power and consuming in the range of 6.3KWh-6.5KWh of electrical power (the Server).|
|Purchase Quantity: || ||The Servers will be supplied in monthly batches.|
| || ||The quantity of each monthly batch will be determined and confirmed by Bitfury in each Order Confirmation. Always subject to section Delays/Availability, Bitfury will supply, and the Customer will purchase at least 4,000 Servers per month. If the monthly available quantity exceeds 4,000 Servers, Bitfury will notify|
Appendix 1 Form of Order Confirmation
This Order Confirmation is entered between Bitfury Top HoldCo B.V., a Netherlands company with its address at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands (Bitfury); and Cipher Mining Technologies Inc., a Delaware corporation, with its principal place of business at 222 Purchase Street, #290, Rye, NY, 10580 USA (the Customer), pursuant to the Pre-Order CFR (the Pre-Order) to confirm certain terms and conditions related to Purchase Quantity, Purchase Price and Delivery Terms for the Equipment that is the subject of the Pre-Order. Capitalized terms used herein but not defined below shall have the meanings given to them in the Pre-Order.
[This Order Confirmation is to inform you that Bitfury will not be able to fulfil the order set out in the Pre-Order, since the Equipment will not be available, and we hereby terminate the Pre-Order effective the date of this Confirmation].
[This Order Confirmation is to confirm that Bitfury would like to proceed with the order set out in the Pre-Order on the terms set forth below. This Order Confirmation, together with the Pre-Order and the Agreement (as defined in the Pre-Order), constitute the entire agreement between the parties in respect of the Equipment (and in the case of any conflict between this Order Confirmation and the Pre-Order or the Agreement, this Order Confirmation shall prevail and set forth the final terms of the sale and purchase agreed in the Pre-Order].
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|Product Description: || ||The Servers.|
|Purchase Quantity: || ||[●] Servers (the Equipment).|
|Purchase Price per Server: || ||The price of 1 (one) unit of Server shall be [●] USD excluding VAT or any other taxes, and delivered ExWorks.|
| || ||The total price of the Equipment shall be determined as set forth in the Pre-Order, using the price per Server set forth above.|
|Payment Terms: || ||The Purchase Price shall be paid for each monthly batch in accordance with the schedule set forth in the Pre-Order.|
|Delivery Terms: || ||Equipment shall be delivered on a monthly basis in batches of [●] Servers per month.|
| || ||The delivery schedule is as follows (each constituting the Delivery Date) for the respective month:|