Terms of Purchase

These Standard Terms and Conditions of Purchase (these “Terms”) govern the purchase by PXE Infrastructure Inc. (“Pickaxe”) of Bitcoin mining equipment and related products (“Products”) from the seller identified in the related purchase order (the “Seller”, and together with Pickaxe, the “Parties”). Seller’s execution of the related purchase order (the “Purchase Order” or “PO”) constitutes Seller’s acceptance of, and agreement to be bound by, these Terms.

1. Definitions

“Affiliate” means with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person, where “control” means the power to direct the management or policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“Applicable Law” means any U.S. or other applicable statute, regulation, rule, code, order, judgment, or decree of any Governmental Authority that creates a binding obligation on, or restriction applicable to, a Party or any Transaction.

“Business Day” means any day other than a Saturday, Sunday, or U.S. federal holiday on which commercial banks in Wilmington, Delaware are open for general banking business.

“CISG” means the United Nations Convention on Contracts for the International Sale of Goods.

“Confidential Information” means any non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including pricing, customer identities, source identities, Product specifications, financial information, technical know-how, and the existence and terms of the PO and any Transaction.

“Governmental Authority” means any U.S. federal, state, or local government body, including any agency, commission, regulatory authority, court, or arbitral tribunal, and any equivalent foreign body asserting jurisdiction over a Party or a Transaction.

“Knowledge” means the actual knowledge of a Party’s officers and senior managers responsible for the subject matter, after due inquiry reasonable under the circumstances.

“Loss” means any loss, liability, damage, cost, expense, fine, penalty, claim, demand, suit, action, or proceeding, including reasonable attorneys’ fees and costs of investigation, defense, and enforcement.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Person” means any natural person, corporation, limited liability company, partnership, trust, joint venture, association, governmental body, or other legal entity.

“Sanctioned Jurisdiction” means any country, territory, or region that is the target of comprehensive Sanctions, including, as of the version effective date of these Terms, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine, and any other country, territory, or region designated as such from time to time by OFAC or any other Governmental Authority of competent jurisdiction.

“Sanctioned Person” means any Person that is (i) listed on the Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, the Entity List, the Denied Persons List, or any other restricted-party list maintained by any Governmental Authority described in the definition of Sanctions, (ii) located, organized, or resident in a Sanctioned Jurisdiction, or (iii) owned (directly, indirectly, or in the aggregate of fifty percent (50%) or more under OFAC’s “50 Percent Rule”), controlled, or acting on behalf of any Person described in (i) or (ii).

“Sanctions” means all economic and trade sanctions and embargo laws, regulations, executive orders, and restrictive measures administered or enforced by (i) OFAC, (ii) the U.S. Department of State, (iii) the U.S. Department of Commerce (including the Bureau of Industry and Security), (iv) the United Nations Security Council, (v) the European Union, (vi) the United Kingdom (HM Treasury), or (vii) any other Governmental Authority of competent jurisdiction over a Party.

“Transaction” means the sale and purchase of Products between Seller and Pickaxe documented by the PO and these Terms.

2. Formation; Order of Precedence

Formation. A binding Transaction is formed upon Seller’s execution of the PO. Pickaxe’s issuance of the PO constitutes Pickaxe’s offer to purchase the Products on the terms set forth in the PO and these Terms. Seller’s execution of the PO, or Seller’s commencement of performance following receipt of the PO, constitutes acceptance of that offer. Any modification of, or material addition to, the PO or these Terms in any responsive document issued by Seller is hereby rejected.

Order of Precedence. In the event of any conflict between the PO and these Terms, the PO shall control with respect to the commercial economics of the Transaction (price, quantity, payment terms, pickup location, dates, and the on-PO compliance representations). These Terms shall control with respect to the legal allocation of risk and the legal framework for the Transaction (representations and warranties not on the PO, indemnification, limitation of liability, confidentiality, force majeure, dispute resolution, and governing law).

Seller Documents Rejected. These Terms, together with the PO, constitute the entire agreement between the Parties with respect to the Transaction. Pickaxe rejects any conflicting, inconsistent, or additional terms set forth in any prior or contemporaneous quotation, sales acknowledgment, invoice, packing slip, or other document issued by Seller. Pickaxe’s acceptance of delivery shall not constitute acceptance of any such conflicting term.

3. Products

Identification. The Products to be sold under each Transaction are described in the PO. Seller shall provide Pickaxe with a complete list of serial numbers for the Products (the “SN List”) not later than three (3) Business Days prior to the scheduled pickup date, and the SN List shall constitute the definitive identification of the units to be delivered. Any unit delivered without a matching serial number on the SN List, or with a serial number that has been altered, is a non-conforming unit.

Conformity. The Products shall conform in all material respects to the description, specification, quantity, and condition set forth in the PO. Seller represents that each Product (a) is in commercially operable condition, (b) has been maintained in accordance with industry-standard practice for cryptocurrency mining equipment, (c) is free from material undisclosed defects, and (d) to Seller’s Knowledge, is capable of producing measurable hashrate within twenty percent (20%) of the target hashrate stated in the PO under stock firmware and rated conditions on a per-unit basis.

4. Price and Payment

Total Purchase Price. Pickaxe shall pay Seller the aggregate amount set forth in the PO (the “Total Purchase Price”). Unless the PO provides otherwise, Pickaxe shall pay (a) twenty percent (20%) of the Total Purchase Price as a deposit (the “Deposit”) within five (5) Business Days after both Parties execute the PO, and (b) eighty percent (80%) of the Total Purchase Price (the “Holdback”), released within five (5) Business Days after expiration of the Inspection Period, net of (i) the per-unit purchase price of any Rejected Units and (ii) Pickaxe’s reasonable and documented out-of-pocket costs incurred in connection with rejection or return of Rejected Units (collectively, the “Holdback Deductions”).

Wire Verification. All payments shall be made by wire transfer of immediately available U.S. dollars to the account specified by Seller in the PO. Pickaxe shall verify wire instructions by telephone or videoconference with a Seller contact known to Pickaxe prior to any wire transfer. Seller shall not communicate wire instruction changes by email alone, and Pickaxe shall have no liability for any loss arising from Seller’s deviation from this verification procedure.

Taxes. Seller is solely responsible for the assessment, collection, and remittance of any sales, use, transfer, value-added, or similar taxes that may be due in connection with the Transaction. Seller’s pricing in the PO is inclusive of all such taxes unless expressly stated otherwise.

5. Title, Risk of Loss, and Delivery

Incoterms; Pickup. Unless the PO provides otherwise, the Products are sold EXW (Incoterms® 2020) at the pickup location specified in the PO (the “Pickup Location”). Seller shall make the Products available for pickup and shall deliver a written notice of readiness (the “Readiness Notice”) when the Products are physically available and the SN List has been provided. Pickaxe shall arrange for pickup within the pickup window specified in the PO (or, if not specified, within fifteen (15) Business Days after the Readiness Notice) (such window, the “Pickup Window”).

Title. Title to each Product shall pass from Seller to Pickaxe upon the later of (a) Seller’s receipt of the Deposit and (b) the physical loading of such Product onto Pickaxe’s (or its carrier’s) vehicle at the pickup location, in each case free and clear of any lien, security interest, pledge, or other encumbrance. For the avoidance of doubt, payment of the Holdback (which is held back subject to inspection and acceptance under Article 6) is a deferred payment obligation of Pickaxe and is not a condition to transfer of title under this Section 5.2.

Risk of Loss. Risk of loss for each Product shall pass from Seller to Pickaxe upon physical loading of such Product onto Pickaxe’s (or its carrier’s) vehicle at the pickup location.

Seller Cooperation. Seller shall (a) provide reasonable access to the pickup location during normal business hours, (b) not unreasonably delay or impede pickup, and (c) provide reasonable assistance with the loading of the Products, including standard pallets, packaging, and forklift access. If Seller fails to make the Products available for pickup within thirty (30) days after Pickaxe’s payment of the Deposit, Pickaxe may terminate the Transaction and recover the full Deposit plus interest at the rate of one percent (1%) per month from the date of Deposit payment.

6. Inspection and Acceptance

Inspection Period. Pickaxe shall have a period of twenty-one (21) calendar days starting on the date of physical receipt of the Products at the location designated by Pickaxe (the “Inspection Period”) within which to inspect, test, and verify the Products against the representations and warranties of Seller and the description in the PO.

Rejection. If, during the Inspection Period, Pickaxe identifies any Product that (a) fails to power on, (b) fails to produce measurable hashrate when energized under stock firmware and rated conditions, (c) produces measured per-unit hashrate that is more than twenty percent (20%) below the target hashrate in the PO, (d) is materially non-conforming to the description in the PO or the SN List (including by reason of damaged or altered serial numbers), or (e) is the subject of a material undisclosed defect, repair, or environmental incident (each, a “Rejected Unit”), Pickaxe may, by written notice to Seller delivered before the expiration of the Inspection Period (a “Rejection Notice”), reject such Rejected Unit. The Rejection Notice shall identify the Rejected Unit by serial number and shall describe the basis for rejection in reasonable detail.

Remedy. With respect to each Rejected Unit: (a) Pickaxe shall deduct from the Holdback the per-unit purchase price attributable to the Rejected Unit (and any reasonable and documented out-of-pocket costs incurred by Pickaxe in connection with the rejection and return of such Rejected Unit), and shall release the balance of the Holdback to Seller in accordance with Section 4.1; (b) at Seller’s election (made in writing within five (5) Business Days of the Rejection Notice and accompanied by Seller’s prepayment of return shipping costs), Pickaxe shall return the Rejected Unit to Seller at the address designated by Seller; if Seller does not make a timely election or does not pay return shipping in advance, Pickaxe may, at its option, dispose of the Rejected Unit and apply any net salvage proceeds against amounts owed by Seller, or store the Rejected Unit at Seller’s cost; and (c) title to each Rejected Unit shall revert to Seller upon Pickaxe’s deduction of the per-unit purchase price from the Holdback.

Termination for Non-Conformity. If more than twenty percent (20%) of the Products (measured by aggregate purchase price) are Rejected Units, Pickaxe may, in its sole discretion, in lieu of (and not in addition to) its remedies under Section 6.3 with respect to such Rejected Units, terminate the Transaction in whole by written notice to Seller. In the event of such termination, Pickaxe shall return all Products to Seller at Seller’s cost and risk, and Seller shall refund the full Deposit plus interest at one percent (1%) per month from the date of Deposit payment.

Acceptance. Products that are not the subject of a timely Rejection Notice shall be deemed accepted upon the expiration of the Inspection Period. Acceptance does not, however, waive any other rights or remedies of Pickaxe under the PO, these Terms, or Applicable Law, including rights or remedies in respect of latent defects, breach of Seller’s representations and warranties, or fraud.

7. Seller’s Representations and Warranties

Seller represents, warrants, and covenants to Pickaxe, as of the date of the PO, as of the date of payment of the Deposit, and as of the date of transfer of title:

Authority. Seller has the full corporate power and authority to enter into and perform the Transaction; the Transaction has been duly authorized; and the PO and these Terms constitute the legal, valid, and binding obligations of Seller.

Title; No Liens. Seller is the lawful owner of, and has good and marketable title to, the Products. Seller’s ownership is free and clear of all liens, mortgages, security interests, pledges, claims, charges, and other encumbrances, except for any lien that will be discharged at or prior to transfer of title.

Lawful Acquisition; Clean Chain of Title. Seller acquired the Products lawfully. To Seller’s Knowledge, no Person in the chain of title acquired the Products through theft, fraud, money laundering, conversion, or unlawful seizure. No Sanctioned Person has held title to, or otherwise had a financial interest in, any Product at any point in the chain of title (whether to Seller’s Knowledge or otherwise, as to Seller’s own ownership; and to Seller’s Knowledge as to prior owners).

Operating History. Seller has disclosed in writing to Pickaxe all material aspects of its operating history of the Products of which Seller has Knowledge, including (i) duration of operation, (ii) operating environment (ambient temperature, humidity, dust), (iii) material maintenance or component swaps, (iv) any environmental incident (water, surge, fire, casualty), and (v) any deviation from manufacturer specifications. The Products have not been operated, stored, or installed in any Sanctioned Jurisdiction during Seller’s period of ownership.

No Material Undisclosed Defects. To Seller’s Knowledge, no Product has a material defect, condition, or limitation that has not been disclosed to Pickaxe in writing prior to the PO date.

Hashrate Performance. The representation in Section 3.2(d) is given to Seller’s Knowledge only; provided that, regardless of Knowledge, a Product’s failure to produce any measurable hashrate or its production of hashrate more than twenty percent (20%) below the target shall constitute non-conformity for purposes of Article 6.

No Third-Party IP Claim. To Seller’s Knowledge, no third party has asserted any claim that the manufacture, use, or sale of the Products infringes or misappropriates such third party’s intellectual property rights, and Seller has not received any written notice of any such claim.

Funds and Receivables. The funds Seller will receive in respect of the Products will not be paid, transferred, or applied to or for the benefit of any Sanctioned Person or any source that would cause a violation of Sanctions, money laundering, anti-corruption, or other Applicable Law.

8. Seller’s Compliance Covenants

Without limiting the compliance representations and covenants set forth on the face of the PO (which are incorporated by reference into these Terms as if fully set forth herein), Seller covenants to:

Continuing Compliance. Comply at all times with all Applicable Laws relating to (a) Sanctions, (b) export controls (including the Export Administration Regulations and the International Traffic in Arms Regulations), (c) anti-money-laundering (including the U.S. Bank Secrecy Act, as amended by the USA PATRIOT Act), and (d) anti-corruption (including the U.S. Foreign Corrupt Practices Act).

Cooperation. Provide such information and documentation as Pickaxe reasonably requests for purposes of its know-your-customer, anti-money-laundering, Sanctions screening, or export control obligations, including evidence of Seller’s acquisition of the Products and the chain of title.

Notification. Notify Pickaxe in writing within five (5) Business Days after becoming aware of (i) any event that would render any compliance representation in the PO or these Terms materially inaccurate, (ii) any actual or suspected violation of Sanctions or export control laws in connection with the Products, or (iii) any inquiry, subpoena, or enforcement action by any Governmental Authority concerning the Products or the Transaction.

Pickaxe Right to Suspend. Acknowledge that, if Pickaxe in good faith determines, on the basis of any reasonably suspected breach of Seller’s compliance representations or covenants, that continuing performance would or could violate Sanctions, export control laws, or any other Applicable Law, Pickaxe may, upon written notice to Seller and without further liability to Seller, (a) suspend its performance, (b) decline to make any further payment, (c) terminate the Transaction, and (d) report such suspected breach to any Governmental Authority as Pickaxe in good faith determines is required or advisable.

9. Indemnification

Seller’s Indemnification. Seller shall indemnify, defend, and hold harmless Pickaxe and its Affiliates, and each of their respective officers, directors, employees, and agents, from and against any Loss arising out of or in connection with: (a) Seller’s breach of any representation, warranty, or covenant in the PO or these Terms (including the on-PO compliance representations and covenants), (b) any third-party claim arising from Seller’s acquisition, operation, or prior disposition of the Products (including any title or chain-of-title claim), (c) Seller’s violation of any Applicable Law (including Sanctions and export control laws) in connection with the Transaction, and (d) any breach by Seller of the confidentiality obligations in Article 12.

Pickaxe’s Indemnification. Pickaxe shall indemnify, defend, and hold harmless Seller and its Affiliates, and each of their respective officers, directors, employees, and agents, from and against any Loss arising from Pickaxe’s use, operation, resale, or other disposition of the Products following transfer of title to Pickaxe (and not arising from any breach by Seller of these Terms), subject to the limitation of liability in Article 10.

10. Limitation of Liability

No Indirect Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR FROM SELLER’S BREACH OF SECTION 7 (REPS), SECTION 8 (COMPLIANCE), THE ON-PO COMPLIANCE REPRESENTATIONS, OR SECTION 12 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, IN EACH CASE WHETHER FORESEEABLE OR NOT AND REGARDLESS OF THE THEORY OF LIABILITY.

Cap. EXCEPT FOR LIABILITY ARISING FROM (A) PICKAXE’S OBLIGATION TO PAY THE TOTAL PURCHASE PRICE (NET OF HOLDBACK DEDUCTIONS), (B) A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, (C) SELLER’S BREACH OF SECTION 7 (TITLE / CHAIN OF TITLE / OPERATING HISTORY / CONDITION REPRESENTATIONS), (D) SELLER’S BREACH OF SECTION 8 OR THE ON-PO COMPLIANCE REPRESENTATIONS, OR (E) A PARTY’S BREACH OF SECTION 12 (CONFIDENTIALITY), EACH PARTY’S CUMULATIVE AGGREGATE LIABILITY UNDER THE TRANSACTION SHALL NOT EXCEED ONE HUNDRED PERCENT (100%) OF THE TOTAL PURCHASE PRICE PAID BY PICKAXE UNDER THE PO.

Risk Allocation. The limitations and exclusions in this Article 10 reflect the agreed allocation of risk between the Parties and are a material inducement to each Party entering into the Transaction. They apply notwithstanding the failure of essential purpose of any limited remedy.

11. Compliance with Laws

General. Each Party shall comply in all material respects with all Applicable Laws in connection with the Transaction. Without limiting the foregoing, each Party shall comply with (a) Sanctions and export control laws, (b) anti-money-laundering laws (including the U.S. Bank Secrecy Act, as amended), and (c) anti-corruption laws (including the U.S. Foreign Corrupt Practices Act).

Export Controls. Seller acknowledges that the Products may be subject to the export control laws and regulations of the United States and other jurisdictions. Seller has not, in connection with its acquisition or prior operation of the Products, violated any export control law, and Seller is not under any current investigation or enforcement action relating to export controls.

12. Confidentiality

Each Party shall hold the Confidential Information of the other Party in confidence and shall not use such information for any purpose other than performance under the Transaction, nor disclose such information to any third party, except to its officers, directors, employees, professional advisors, and Affiliates who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those in this Section. A Receiving Party may disclose Confidential Information to the extent required by Applicable Law or by order of a Governmental Authority, provided that (where legally permitted) it gives the Disclosing Party prompt written notice and reasonable opportunity to seek a protective order. The confidentiality obligations in this Section shall survive for three (3) years following the completion of the Transaction, and indefinitely with respect to information that constitutes a trade secret under Applicable Law.

13. Force Majeure

A Party shall not be liable for any failure or delay in performance under the Transaction (other than a payment obligation) to the extent caused by any event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, earthquake, epidemic or pandemic, governmental order or restriction, supply chain disruption, or labor dispute (an “Event of Force Majeure”). The affected Party shall promptly notify the other Party of the Event of Force Majeure, use commercially reasonable efforts to mitigate its effects, and resume performance as soon as reasonably practicable. If the Event of Force Majeure continues for more than sixty (60) days, the unaffected Party may terminate the Transaction by written notice, in which case Seller shall, within thirty (30) days, refund to Pickaxe any portion of the Deposit corresponding to Products not yet delivered.

14. Governing Law

These Terms, the PO, and the Transaction shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflicts of laws principles. The CISG shall not apply. The Uniform Commercial Code as enacted in the State of Delaware applies to the sale of the Products.

15. Dispute Resolution

Arbitration. Any dispute, controversy, or claim arising out of or relating to the PO, these Terms, or the Transaction (a “Dispute”) shall be resolved by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules in effect at the time the arbitration is commenced. The arbitration shall be seated in Wilmington, Delaware. For Disputes in which the aggregate amount in controversy is less than or equal to one million U.S. dollars ($1,000,000), the arbitration shall be conducted by a single arbitrator; for larger Disputes, by a panel of three (3) arbitrators. The arbitrator(s) shall apply the substantive law of the State of Delaware. The arbitration shall be conducted in English on a confidential basis. The arbitrator(s) may grant any remedy or relief that would be available in a court of competent jurisdiction, except as limited by these Terms. Judgment on any award rendered may be entered in any court of competent jurisdiction.

Jury Trial Waiver; Class Waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR CONSOLIDATED ARBITRATION OR PROCEEDING. ALL DISPUTES SHALL PROCEED ON AN INDIVIDUAL BASIS.

Equitable Relief. Notwithstanding Section 15.1, either Party may seek injunctive or other equitable relief in the Court of Chancery of the State of Delaware, or in any other state or federal court located in the State of Delaware, to protect its Confidential Information or intellectual property rights or to enforce its rights under Article 8 or Article 11 (compliance covenants), pending or in connection with the arbitration of a Dispute.

16. Notices

All notices and other communications under these Terms shall be in writing and delivered (a) by hand, (b) by reputable overnight courier, (c) by certified mail, return receipt requested, or (d) by email with confirmation of receipt, to the addresses set forth in the PO or to such other address as a Party may designate by notice given pursuant to this Section. Notices shall be deemed given on the date of actual receipt.

17. Miscellaneous

Assignment. Neither Party may assign its rights or delegate its obligations under the Transaction without the prior written consent of the other Party (not to be unreasonably withheld), except that either Party may assign without consent to an Affiliate or to a successor by merger, reorganization, or sale of substantially all of its assets, in each case where the assignee is not a Sanctioned Person and has the financial and operational capacity to perform.

No Third-Party Beneficiaries. These Terms are for the exclusive benefit of the Parties and their permitted assigns, and no other Person shall have any right or claim hereunder.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving the original intent of the Parties.

No Waiver. No failure or delay by a Party in exercising any right under these Terms shall operate as a waiver, and no single or partial exercise of any right shall preclude any further exercise.

Counterparts; Electronic Signature. The PO may be executed in counterparts and via electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same document.

Amendment. These Terms may be amended only by a writing signed by both Parties. Pickaxe may amend these Terms with respect to future Transactions by publishing a new version of these Terms; such amendment shall not affect any Transaction that has been formed under a prior version.

No Distributorship; No Joint Venture. Nothing in these Terms or the PO creates a distributorship, franchise, employment, agency, partnership, or joint venture relationship between the Parties. Neither Party has the authority to bind the other or to make any representation on the other’s behalf.

Version Control. These Terms are identified by a version number and effective date in the header above. The version of these Terms that governs the Transaction is the version identified in the PO and at the URL set forth in the PO. Pickaxe shall archive each version of these Terms for a period of not less than six (6) years after such version ceases to be in effect.

— End of Pickaxe Standard Terms and Conditions of Purchase, Version 2026-08-19 —

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