Employment Agreement, dated November 30, 2023, by and among Shenif Visram, Hut 8 Corp. and Hut 8 Mining Corp

Exhibit 10.8

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) made as of the 30^th day of November, 2023 (the “Effective Date”), by and among Hut 8 Mining Corp., a corporation amalgamated under the laws of British Columbia (“Hut”), Hut 8 Corp., a corporation existing under the laws of the State of Delaware (the “Company”), and Shenif Visram, an individual residing in the Province of Ontario (the “Executive”).

RECITALS:

WHEREAS pursuant to a transaction involving a business combination of Hut, the Company and U.S. Data Mining Group, Inc. d/b/a US Bitcoin Corp. (“USBTC”) by way of a statutory plan of arrangement under the laws of the Province of British Columbia and a merger under the laws of the State of Nevada, pursuant to which, among other things, Hut and USBTC will each become wholly-owned subsidiaries of the Company (the “Transaction”). The closing of the Transaction shall be referred to in this Agreement as the “Closing”; and

WHEREAS upon and subject to Closing, the Company and Hut (together, collectively, the “Hut Group”) shall jointly employ the Executive as the Chief Financial Officer pursuant to the terms of this Agreement and such officer shall provide services to both the Company and Hut on the terms, and subject to the conditions, as set out in this Agreement.

NOW THEREFORE in consideration of the foregoing recitals and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1Definitions.

In this Agreement, unless otherwise defined herein, capitalized terms have the meaning set out in Schedule “A” annexed to this Agreement.

Section 1.2Extended Meanings.

In this Agreement, words importing the singular include the plural and vice versa and words importing gender include all genders.

Section 1.3Headings.

The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

Section 1.4References.

References to a specific article, or section are to be construed as references to that specified article, or section of this Agreement, unless the context otherwise requires.

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Section 1.5Currency.

All dollar amounts referred to in this Agreement are in United States currency, unless otherwise specifically indicated.

ARTICLE 2

EMPLOYMENT POSITION AND DUTIES

Section 2.1Employment.

The Executive shall be employed as the Chief Financial Officer of the Hut Group and shall report to the Chief Executive Officer of the Company. If reasonably requested by the Board, the Executive will also serve as an officer and/or director of subsidiaries or affiliates of the Hut Group. Except as otherwise provided herein, the Executive will not be entitled to any additional compensation for services for other positions or titles that the Executive may hold with any subsidiaries or affiliates of the Hut Group to the extent the Executive is so appointed. The Executive shall be based in Hut's office location in Toronto, Ontario with business travel to its principal office in Miami, Florida and such other locations as reasonably required to perform the Executive's duties and responsibilities under this Agreement.

The Executive shall perform such duties and responsibilities as set forth on Schedule “B” annexed to this Agreement.

It is agreed to by the Parties to this Agreement that the Executive shall retain all necessary authorizations to work in the United States of America as a condition of carrying out their duties under this Agreement.

Section 2.2Term.

This Agreement will be effective from and subject to the date upon which the Closing occurs and will continue in effect for an indefinite term until it is terminated in accordance with Article 4 (the “Term”). The Executive's original hire date of December 12, 2022 with Hut shall be recognized for all purposes. In the event that the Closing does not occur, this Agreement shall be null and void and the Executive's employment under any pre-existing employment agreement shall continue in effect.

Section 2.3Location.

The Executive shall generally perform services for Hut from Toronto, Ontario, and for the Company in the State of Florida, United States of America. The Parties further agree that: (a) any agreements, contracts or other binding commitments concluded by the Executive on behalf of Hut shall be concluded in Canada; and (b) any agreements, contracts or other binding commitments concluded by the Executive on behalf of the Company shall be concluded in the United States of America. The Executive shall keep, or cause to be maintained, and provide to the Hut Group, complete and accurate records of work days spent by the Executive in Canada, the United States of America and in any other jurisdiction.

Section 2.4Faithful Service.

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ARTICLE 3

COMPENSATION AND BENEFITS

Section 3.1Base Salary.

During the Term, Hut shall pay from its Canadian payroll to the Executive a salary at the rate of US$375,000.00 per annum (the “Base Salary”), less applicable deductions and withholdings, payable in accordance with the Company's regular payroll practices. The Executive's Base Salary may be increased upon annual review by the Board, at the sole discretion of the Board, and once increased shall thereafter be the Base Salary hereunder. The Executive's Base Salary will be converted from United States dollars to Canadian dollars at the average USD:CAD exchange rate (calculated using the Bank of Canada rates) for the calendar month prior to the calendar month of the applicable pay period.

Section 3.2Annual Bonus.

During the Term, the Executive will be eligible to receive an annual bonus with a target of sixty percent (60%) of Base Salary (“Annual Bonus”) in accordance with the achievement of performance metrics, both corporate and personal, as determined by the Board (or a subcommittee thereof) in their sole discretion, acting reasonably, as applicable, at the beginning of the relevant year.  Each such Annual Bonus will be payable on such date as is determined by the Board (or a subcommittee thereof), but no later than March 31 of the following fiscal year and in all cases in the calendar year that follows the fiscal year to which the Annual Bonus relates, and will be converted from United States dollars to Canadian dollars at the average USD:CAD exchange rate (calculated using the Bank of Canada rates) for the calendar month prior to the calendar month of the applicable pay period. As a condition to being eligible for an Annual Bonus, the Executive must remain actively employed under this Agreement until the date of payment.

The Executive acknowledges that: (a) terms of the Annual Bonus may change each fiscal year at the discretion of the Company; (b) the Executive has no expectation that in any fiscal year there will be a guaranteed level of bonus; (c) the amount of the bonus, if any, that the Executive may be awarded may change from year to year; and (d) all bonuses are subject to applicable deductions and withholdings. For greater certainty, except as otherwise stipulated in Article 4 of this Agreement, and except as required by Applicable Employment Standards Legislation, no

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period of notice of termination, if any, or payment in lieu of notice or Severance Period that is given or ought to have been given pursuant to this Agreement or at law that follows or is in respect of a period after the last date of actual and active employment will be considered as extending the Executive's period of employment for the purposes of determining the Executive's entitlements under this Agreement.

Section 3.3Equity Compensation.

During the Term, the Executive shall be entitled to receive equity-based compensation awards under the equity compensation plan of the Company as in effect from time to time, as determined by the Board (or a subcommittee thereof) in its sole discretion.

Section 3.4Vacation.

During each full calendar year, the Executive will be entitled to five (5) weeks' vacation, which shall accrue in accordance with the Company's vacation policy, if applicable. Unused vacation may not be carried forward to a subsequent year or paid out upon termination of employment, except as required by Applicable Employment Standards Legislation or Company policy. Vacation is to be taken at a time acceptable to the Company having regard to business requirements.

Section 3.5Expenses.

The Company or an affiliate shall reimburse the Executive for all out-of-pocket expenses reasonably and properly incurred by the Executive in connection with the Executive's duties hereunder, provided that such expenses are in accordance with the policies of the Company in effect from time to time. To the extent requested by the Company or required under such policies, the Executive shall furnish to the Company statements and receipts for all such expenses. If the reimbursement of any travel expense results in a taxable benefit to the Executive, Hut agrees, and the Company shall cause Hut, to reimburse the Executive the applicable taxes as a result of such taxable benefit. To the extent pre-approved by the Board, the expenses incurred by the Executive for reasonable professional dues (e.g., CPA dues), approved education fees and parking will be reimbursable.

Section 3.6Benefits.

The Executive will continue to participate in the applicable benefits plans of the Company and Hut, as the case may be, during the Term subject to and in accordance with the terms and conditions of such plans, as may be amended or terminated. To the extent that there is a superior entitlement under any other Company benefit plan, the Executive shall be entitled to receive such additional benefit subject to and in accordance with its terms and conditions, as may be amended or terminated.

Section 3.7Tax Filing Reimbursement.

To assist the Executive with the Executive's tax affairs during employment hereunder and without limiting Section 3.5 above, the Company or an affiliate shall reimburse the Executive, on an after-tax basis, for any costs reasonably and properly incurred by the Executive with respect to the Executive's receipt of tax advisory and preparation services from a qualified accounting firm of the Executive's choice, up to US$2,500.00 (the “Cap”), inclusive of any applicable goods and services taxes and sales taxes, on an annual basis and subject to the Executive's submission to

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the Company of statements and receipts for such costs to the extent requested by the Company. For greater certainty: (a) the Company or an affiliate shall reimburse the Executive for any additional income and payroll taxes and similar amounts imposed on the Executive as a result of any reimbursements received or receivable by the Executive under this Section 3.7 (including reimbursements described in this Section 3.7(a)); and (b) the Cap shall be exclusive of any reimbursements described in Section 3.7(a), which may apply in addition to the Cap.

Section 3.8Section 409A Compliance.

The intent of the Parties is that payments and benefits under this Agreement be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), to the maximum extent possible, or to the extent not so exempt, that they be compliant with Section 409A to the maximum extent possible and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted accordingly. In no event whatsoever shall the Company or its affiliates or any of their respective directors, officers, employees, agents or attorneys be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

To the extent applicable and for purposes of compliance with Code Section 409A: (a) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (b) any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; and (c) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service.  Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, the Company determines that Executive is a “specified employee” within the meaning of Code Section 409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one (1) day after such separation from service, and (ii) the date of Executive’s death (the “Delay Period”).  Within five (5) days of the end of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive

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in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

All payments of Taxes required to be paid by the Company to the Executive pursuant to Section 3.7 or Section 11.9 shall be paid no later than December 31 of the calendar year following the calendar year in which the Executive remits the Taxes.

ARTICLE 4

TERMINATION OF EMPLOYMENT

Section 4.1Early Termination.

Notwithstanding any other provision in this Agreement, the Executive's employment and this Agreement may be terminated at any time as follows:

Section 4.2Termination for Death, Cause, or Voluntary Resignation.

If this Agreement and the Executive's employment is terminated pursuant to Section 4.1(1), Section 4.1(3) or Section 4.1(5) above, then the Company shall, or the Company shall cause an affiliate to, pay to the Executive or to the Executive's estate, as applicable: (a) accrued and unpaid Base Salary up to the Date of Termination; (b) any accrued and outstanding vacation pay to the Date of Termination; and (c) reimbursement for business and other eligible expenses properly incurred to the Date of Termination ((a), (b) and (c), the “Basic Entitlements”). For clarity, if this Agreement is terminated pursuant to Section 4.1(1), then, in addition to the Company paying, or the Company causing an affiliate to pay, the Executive's Basic Entitlements, the Company or an affiliate shall pay to the Executive's estate any bonus earned but unpaid for any prior fiscal year preceding the year in which the Executive's death occurs. For greater certainty

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and clarity, if this Agreement is terminated pursuant to Section 4.1(3) or Section 4.1(5) above, then the Executive shall not be entitled to any bonus, pro-rated or otherwise, for the year in which the Date of Termination occurs or for any unpaid bonus for the prior fiscal year in which termination or resignation occurs.

Section 4.3Termination by Reason of Disability.

If this Agreement and the Executive's employment is terminated pursuant to Section 4.1(2) above, then the Company shall, or the Company shall cause an affiliate to, pay to the Executive (a) the Basic Entitlements; and (b) those termination and severance payments required by Applicable Employment Standards Legislation (with vacation pay calculated to the end of the statutory notice period). The Executive shall continue to participate in the Hut's health and welfare benefit plans for the minimum statutory notice period and shall not be entitled to any other notice, or payment in lieu of notice in respect of the termination of the Executive's employment.

Section 4.4Termination without Cause or for Good Reason.

If this Agreement and the Executive's employment are terminated by the Company without Cause pursuant to Section 4.1(4) or by the Executive for Good Reason pursuant to Section 4.1(6) above, then the following provisions shall apply:

Section 4.5Mitigation.

The Executive is not required to mitigate any of the amounts payable under this Article 4.

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Section 4.6Release.

The Parties agree that the provisions of Section 4.3 and Section 4.4 are fair and reasonable and that the payments, benefits and entitlements referred to in Section 4.3 and Section 4.4 hereof are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of this Agreement and employment hereunder. Except as otherwise provided in Section 4.3 and Section 4.4, the Executive shall not be entitled to any further notice of termination, payment in lieu of notice of termination, severance, damages, or any additional compensation whatsoever and the amounts payable are inclusive of any statutory payments. As a condition to receiving any payment pursuant to Section 4.3 and Section 4.4 hereof (except for any minimum obligations due and owing to the Executive pursuant to Applicable Employment Standards Legislation), the Executive agrees to deliver a full and final release in a form provided to the Executive by the Company releasing all claims, demands, actions or otherwise against the Company, the Company's affiliates, and each and all of their respective officers, directors, trustees, shareholders, employees, attorneys, insurers and agents.

Section 4.7Resignation as Director and Officer.

Upon termination of the Executive's employment for any reason whatsoever, the Executive shall thereupon be deemed to have immediately resigned any position the Executive may have as an officer, director or employee of the Company, together with any other office, position or directorship which the Executive may hold with the Company or any of its affiliates. In such event, the Executive shall, at the request of the Company, forthwith execute any and all documents appropriate to evidence such resignations. The Executive shall not be entitled to any payments in respect of such loss of office/directorship.

Section 4.8Return of Property.

All equipment, keys, pass cards, credit cards, software, material, written correspondence, memoranda, communication, reports, or other documents or property pertaining to the business of the Company or any of its affiliates used or produced by the Executive in connection with the Executive's employment, or in the Executive's possession or under the Executive's control, shall at all times remain the property of the Company or its affiliate, as applicable. The Executive shall return all property of the Company or any of its affiliates in the Executive's possession or under the Executive's control in good condition forthwith upon any request by the Company or upon any termination of this Agreement and of the Executive’s employment (regardless of the reason for such termination).

ARTICLE 5

EXECUTIVE’S COVENANTS

Section 5.1Company Property.

The Executive acknowledges that all materials of the Company or an affiliate of the Company relating to the business and affairs of the Company or such affiliate, including, without limitation, all Developments, manuals, documents, reports, equipment, working materials and lists of customers or suppliers prepared by the Company or such affiliate or by the Executive in the course of the Executive’s employment are for the benefit of the Company or such affiliate and are and will remain the property of the Company or such affiliate.

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Section 5.2Confidentiality and Intellectual Property Rights.

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Section 5.3Corporate Opportunities.

Any business opportunities relating in any way to the business and affairs of the Company or any of its affiliates which become known to the Executive during the Executive's employment hereunder shall be fully disclosed and made available to the Company and shall not be appropriated by the Executive under any circumstance.

ARTICLE 6

NON-COMPETITION

Section 6.1Non-Competition.

The Executive shall not, during the Term (including, for certainty, the Resignation Notice Period) and for a period of twelve (12) months following the termination of the Executive's employment, for any reason, on the Executive's own behalf or on behalf of any Person, without the prior written consent of the Company, whether directly or indirectly, alone, or through or in connection with any Person,

Section 6.2Exception.

The Executive will, however, not be in default under Section 6.1 by virtue of the Executive holding, strictly for portfolio purposes and as a passive investor, no more than one percent (1%) of the issued and outstanding shares of or any other interest in, any body corporate which is listed

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on any recognized stock exchange, the business of which body corporate is competitive, in any way, with the Business.

ARTICLE 7

NON-SOLICITATION

Section 7.1Non-Solicitation of Customers and Suppliers.

The Executive shall not, during the Term (including, for certainty, the Resignation Notice Period) and for a period of twelve (12) months following the termination of the Executive's employment, for any reason, on the Executive's own behalf or on behalf of or in connection with any other Person, without the prior written consent of Company, whether directly or indirectly, in any capacity whatsoever, alone, or through or in connection with any Person, solicit the business of (or assist in the soliciting of the business of) any Customer, Prospective Customer or Supplier for any purpose which is competitive with the Business, including for the purpose of having a Customer, Prospective Customer or Supplier cease doing business with the Company or any of its affiliates.

Section 7.2Non-Solicitation of Employees.

The Executive shall not, during the Term (including, for certainty, the Resignation Notice Period) and for a period of twelve (12) months immediately following the termination of the Executive's employment, for any reason, on the Executive's own behalf or on behalf of or in connection with any other Person, without the prior written consent of Company, whether directly or indirectly, in any capacity whatsoever, alone, or through or in connection with any Person:

For clarity, the placement by the Executive of advertising in a newspaper or other publication of general circulation, or the engagement of a personnel search agency by the Executive generally (i.e. not specifically in respect of the Company or any of its affiliates), that results in an employee or other individual engaged by the Company or any of its affiliates leaving the employment of or engagement with the Company shall not be considered a violation of this Section 7.2.

Section 7.3Fiduciary Obligations.

Nothing in this Article 7 is intended to limit the fiduciary obligations that the Executive owes to the Company or Hut or any of their respective affiliates, as the case may be.

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ARTICLE 8

RECOGNITION

Section 8.1Recognition.

Section 8.2Remedies.

The Executive hereby recognizes and expressly acknowledges that the Company and its affiliates would be subject to irreparable harm should any of the provisions of Article 5, Article 6 or Article 7 be infringed, or should any of the Executive’s obligations hereunder be breached by the Executive, and that damages alone will be an inadequate remedy for any breach or violation thereof and that the Company and/or Hut, in addition to all other remedies, will be entitled as a matter of right to equitable relief, including temporary or permanent injunction to restrain such breach.

Section 8.3Suspension or Termination of Benefits and Compensation.

In the event that the Company determines that, without the express written consent of the Company, the Executive has breached any provisions of Article 5, Article 6 or Article 7 of this Agreement, the Company will have the right to suspend or terminate any or all remaining payments and/or benefits, if any, referenced in Section 4.4 of this Agreement subject to applicable minimum requirements contained in Applicable Employment Standards Legislation. Such suspension or termination of payments and/or benefits will be in addition to and will not limit any and all other rights and remedies as set out in Section 8.2 of this Agreement that the Company and/or its affiliates may have against the Executive.

ARTICLE 9

NON-DISPARAGEMENT

Section 9.1Non-Disparagement.

The Executive shall not, during and following the Term, engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumours, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or goodwill

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of the business or the Hut Group, its affiliates or its employees.  Similarly, the Hut Group shall instruct each of its respective directors and officers to not, during and following the Term, engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumours, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity or reputation of the Executive.  Nothing in this section is intended to restrict any Party to this Agreement from making comments or providing disclosure as required under applicable laws, including whistleblower legislation, or as required in any investigation, court or arbitration proceeding or action.

ARTICLE 10

CONFLICTING OBLIGATIONS

Section 10.1No Conflicting Obligations.

The Executive represents and warrants to the Hut Group that:

Section 10.2Suspension with Pay.

The Executive acknowledges that, during the course of the Executive’s employment, the Board may exercise its discretion to suspend the Executive with pay in furtherance of any internal investigation relating to the Executive’s conduct.

ARTICLE 11

GENERAL

Section 11.1Notices.

Any notice, demand or other communication which is required or permitted by this Agreement to be given or made by a party hereto must be in writing and be sufficiently given if delivered personally, sent by pre-paid registered mail, or via electronic mail at the following addresses:

1221 Brickell Avenue, Suite 900
Miami, FL 33131

Attention: Chairman of the Board

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24 Duncan Street, Suite 500
Toronto, ON M5V 2B8

Attention: Chief Executive Officer

[REDACTED]

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or at such other address as any party may from time to time advise the other party by notice in writing. Every notice or other communication will be deemed to have been received, (a) on the date of receipt, if given by personal delivery or electronic mail, and (b) the fifth Business Day after which it is mailed, if sent by registered mail. Notwithstanding the foregoing, if a strike or lockout of postal service is in effect, or generally known to be impending, notice must be effected by personal delivery.

Section 11.2Survival.

Notwithstanding the termination of this Agreement, each party shall remain bound by the provisions of this Agreement which by their terms impose obligations upon that party that extend beyond the termination of this Agreement.

Section 11.3Further Assurances.

The Parties shall, with reasonable diligence, do all things and provide all reasonable assurances as may be required to give effect to this Agreement and carry out its provisions, including providing such further documents or instruments reasonably required by any other party.

Section 11.4Assignment.

Except as otherwise expressly provided herein, neither this Agreement nor any rights or obligations are assignable by the Executive. The Company may assign this Agreement to any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company. The Executive, by the Executive's signature hereto, expressly consents to such assignment and, provided that such successor agrees to assume and be bound by the terms and conditions of this Agreement. All references to the “the Company” herein shall include any such successor.

Section 11.5Entire Agreement.

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements (including, effective as of Closing, the employment agreement dated December 9, 2022) and which further includes understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements by or among the Parties in connection with the subject matter hereof except as specifically set forth herein; provided, however, that nothing herein modifies, supersedes, voids or otherwise alters the Executive's non-competition, non-solicitation, confidentiality, non-disparagement, or similar obligations in any other agreements or contractual obligations to the extent relating to acts or omissions prior to the effectiveness of this Agreement.

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Section 11.6Amendment and Waiver.

Except as permitted by the terms of this Agreement, no supplement, modification, amendment or waiver of this Agreement will be binding unless executed in writing by all of the Parties. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar) nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 11.7Accessibility.

The Company is committed to complying, or causing its affiliates to comply, as the case may be, with the Accessibility for Ontarian's with Disabilities Act, 2005, and any other applicable accessibility or similar legislation, to accommodate its employees with disabilities. Should the Executive require accommodation, the Executive may contact a representative of the Company's Human Resources Department.

Section 11.8Compliance with Employment Standards Legislation.

In the event that the minimum standards set out in the Applicable Employment Standards Legislation (as may be amended from time to time) are more favourable to the Executive in any respect than a term or provision provided for in this Agreement, the Executive and the Company agree that the statutory provisions will apply in respect of that term or provision.

Section 11.9Withholding Tax.

All remuneration paid to the Executive pursuant to this Agreement will be subject to withholding and deduction of all amounts required under applicable laws in respect of taxes (including income and payroll taxes), social security contributions, employment insurance premiums, government pension premiums and similar amounts (“Tax”). The Hut Group shall indemnify the Executive at all times during and after the Term for Tax liabilities (including in respect of any applicable interest or penalties) arising as a result of the Hut Group failing to report income or withhold Tax as may be required pursuant to the laws of a jurisdiction other than the jurisdiction in which the Executive resides.  The foregoing indemnity is conditional upon the Executive co-operating with Hut Group to undertake such mitigation measures that the Hut Group considers advisable.   The above indemnity shall not apply in respect of losses, claims or demands arising as a result of the Executive's failure to meet individual Tax filing, reporting or payment obligations. This Section 11.9 shall survive any termination of this Agreement.

Section 11.10Indemnity.

In addition to any rights to indemnification to which Executive is entitled (i) under Section 11.9, and (ii) the Company's certificate of incorporation, bylaws, agreements or policies or applicable law,  the Company shall indemnify Executive at all times during and after the Term to the maximum extent permitted under applicable law, and shall pay the Executive's expenses (including legal fees and expenses) actually and reasonably incurred in defending any civil action, suit or proceeding in advance of the final disposition of such action, suit or proceeding to the maximum extent permitted under such applicable law for Executive's action or inaction on behalf of the Company under the terms of this Agreement. At all times during and after the Term, the Executive shall be covered to the same extent as other officers and employees of the Company of similar title, office or rank under any liability insurance policy maintained by the Company with

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respect to such officers and employees. This Section 11.10 shall survive any termination of this Agreement.

Section 11.11Successors and Assigns.

This Agreement will enure to the benefit of and be binding upon the Parties and their respective heirs, executors and administrators or successors and permitted assigns, as the case may be.

Section 11.12Preamble/Recital.

The Executive, the Company and Hut acknowledge and agree that the provisions contained in the preamble/recital section of this Agreement forms an integral part of this Agreement and may be relied upon by any Party.

Section 11.13Severability.

If any provision in this Agreement is determined to be invalid, void or unenforceable by the decision of any court of competent jurisdiction, which determination is not appealed or appealable for any reason whatsoever, the provision in question will not be deemed to affect or impair the validity or enforceability of any other provision of this Agreement and such invalid or unenforceable provision or portion thereof will be severed from the remainder of this Agreement.

Section 11.14Independent Legal Advice.

The Executive acknowledges that the Executive has been advised to obtain, and that the Executive has obtained or has been afforded the opportunity to obtain, independent legal advice with respect to this Agreement and that the Executive understands the nature and consequences of this Agreement.

Section 11.15Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Any legal action brought by Hut Group related to this Agreement may be brought by the Company and/or Hut jointly or individually.

Section 11.16Notification of New Employer.

The Executive agrees to disclose the existence of the Executive’s obligations to the Company and its affiliates under this Agreement to all third parties who engage or employ or otherwise become associated or have a business relationship with the Executive after the date hereof, and hereby irrevocably consents to the Company’s and its affiliates’ contacting any and all such third parties at any time and providing them with a copy of this Agreement to verify compliance with the terms hereof. The Executive shall not assert, and hereby releases the

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Company and its affiliates from, any claims relating to the Company’s or its affiliates’ communications or actions with respect to any third parties pursuant to the foregoing provisions.

Section 11.17Counterparts.

This Agreement may be executed by the Parties in one or more counterparts, each of which when so executed and delivered will be deemed to be an original and such counterparts will together constitute one and the same instrument.

[Signature page follows.]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date.

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Agreed to and accepted this 30^th day of November, 2023

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SCHEDULE “A”

DEFINITIONS

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“Applicable Employment Standards Legislation” means Ontario's Employment Standards Act, 2000 and its regulations, and includes, for greater certainty herein, any other applicable employment standards or similar legislation and its associated regulations, as may be amended from time to time and any successor legislation.

“Board” means the Board of Directors of the Company.

“Business” means the business of the Hut Group and its affiliates being a digital asset mining and high-performance computing infrastructure provider, and as such may change or evolve in accordance with the business and strategic planning.

“Business Day” means any day of the year which the Toronto Stock Exchange and NASDAQ are open for business.

“Cause” means: (a) any material neglect of duty or misconduct by the Executive in discharging the Executive's duties and responsibilities hereunder; (b) a material breach of the terms of this Agreement; (c) any act or failure to act by the Executive, the result of which is materially detrimental to the business or reputation of the Company or any of its affiliates; (d) repeated failure on the part of the Executive to perform the Executive's duties following written notification by the Chair of the Board or the person to whom the Executive is required to report of the Executive's failure to perform such duties; (e) any material failure or refusal by the Executive to comply with the reasonable policies, rules and regulations of the Company or any of its affiliates; (f) the Executive's conviction of, or plea of guilty or nolo contendere to, any criminal offence where such conviction or plea is materially detrimental to the Business or reputation of the Company and its affiliates; (g) commission of an act of fraud, embezzlement, or misappropriation by the Executive of the Company's or any of its affiliates' property or assets; or (h) any other act or omission or series of acts or omissions by the Executive that would, pursuant to Applicable Employment Standards Legislation or at common law, permit the Company to, without notice or payment in lieu of notice, terminate the Executive employment.

“Confidential Information” means all information disclosed to or known by the Executive as a consequence of or through the Executive's employment with the Company or any of its affiliates that is not generally known to the public and which relates to any aspect of the business or affairs of the Company or any of its affiliates, their clients, customers or suppliers or any other party with whom the Company agrees to hold information of such party in confidence. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or designated or marked as confidential):

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information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);

“Customer” means any Person who, during the Term (including, for certainty, the Resignation Notice Period), or in the case of termination of employment, in the two (2) years preceding the Date of Termination of the Executive's employment hereunder for any reason, has purchased, leased or licensed from the Company or its affiliates, any product or services produced, sold, licensed, or distributed by the Company or any of its affiliates in respect of the Business.

“Date of Termination” means the earlier of: (i) the date specified in the written notice of termination provided pursuant to Section 4.1; (ii) the end of the Resignation Notice Period; or (iii) Executive's last date of actual and active employment.

“Developments” means any discovery, invention, design, improvement, concept, design, specification, creation, development, treatment, computer program, method, process, apparatus, specimen, formula, formulation, product, hardware or firmware, any drawing, report, memorandum, article, letter, notebook and any other work of authorship and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not

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limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and tangible embodiments relating to the foregoing, that:

“Disability” means the Executive's inability to substantially fulfil the Executive's duties on behalf of the Company or Hut for a continuous period of six (6) months or more or for an aggregate period of twelve (12) months or more during any consecutive eighteen (18) month period, and if there is any disagreement between the Company and the Executive as to the Executive's Disability or as to the date any such Disability began or ended, such disagreement will be determined by a physician mutually acceptable to the Company and the Executive whose determination will be conclusive evidence of any such Disability and of the date any such Disability began or ended.

“Good Reason” shall mean the occurrence of any of the following events without the Executive's consent:

“Intellectual Property” shall mean all common law, statutory and other intellectual and industrial property rights, including, without limiting the generality of the foregoing:

“Party” means any of the Executive, Hut or the Company, as the case may be, and together shall, collectively, be the “Parties”.

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“Person” means a natural person, partnership, limited liability partnership, company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning.

“Prospective Customer” means (i) any Person solicited by the Executive on behalf of the Company or its affiliates for any purpose relating to the Business at any time during the Term (including, for certainty, the Resignation Notice Period), and in the case of termination within the two (2) year period immediately preceding the date of termination of the Executive's employment hereunder, for any reason; and (ii) any Person solicited by the Company or any of its affiliates with the Executive's knowledge for any purpose relating to the Business at any time during the Term (including, for certainty, the Resignation Notice Period), and in the case of termination within the twelve (12) month period immediately preceding the date of the termination of the Executive's employment hereunder.

“Supplier” means any Person who, during the Term (including, for certainty, the Resignation Notice Period), and in the case of termination, in the two (2) years preceding the date of termination of the Executive's employment hereunder for any reason, has sold to the Company or its affiliates, any products or services that are or may be used by the Company or any of its affiliates as an integral part of the Business.

“Territory” means the Province of Ontario, the Province of Alberta and the States of Florida, New York and Nebraska or any other state in the United States of America or Province in Canada in which the Hut Group or any of its affiliates have operations.

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SCHEDULE “B”

DUTIES AND RESPONSIBILITIES

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improvements/enhancements; this may involve acting independently, but also a key member of the executive group.

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