GOMINING

Instant Funds User Agreement (“Crypto Assets Repurchase Agreement”)

1. Applicability.

From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) Asset-backed Digital Assets, Platform Transferred Assets or other assets (collectively, “Assets”) against the transfer of Digital Cash by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Assets at a date certain or on demand, against the transfer of Digital Cash by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement.

2. Definitions.

(a) “Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due;

(b) “Additional Purchased Assets”, Assets provided by Seller to Buyer pursuant to Paragraph 4 hereof;

(c) “Asset-backed Digital Asset”, a Tokenised Traditional Asset or any other Digital Asset which represents ownership of or a contractual claim or right to an Underlying Asset, or is used as instructions to update ownership books and records for Assets maintained by a third party transfer agent or agent of the Issuer, or which is a Digital Asset with recognized market value, and which is not Digital Cash;

(d) “Buyer”, BMINE (BVI) Limited, a company incorporated, organized and existing under the laws of the British Virgin Islands, BVI company number: 2120412, having its registered address at Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands, unless for particular jurisdictions only a duly regulated service provider or licensed entity may enter into a Transaction, in which case such other entity shall be deemed to be the Buyer, as shall be disclosed in Buyer’s product interface and/or the Confirmation.

(e) “Confirmation”, the meaning specified in Paragraph 3(b) hereof;

(f) “Digital Asset”, a cryptographically secured digital representation of value or contractual rights which can be transferred, stored and/or traded electronically that uses technology supporting the recording and/or storage of data (which may include distributed ledger technology) and which is capable of being the object of personal property rights;

(g) “Digital Cash”, a central bank digital currency, tokenised deposit, electronic money token or other cryptographically secured, digital representation of value denominated in a single fiat currency, which can be used for the settlement of payment obligations;

(h) “Liquidation Fee”, the fee, if any, disclosed in Buyer’s product interface and/or the Confirmation as the liquidation, conversion, disposition, auction-implementation or close-out fee that may be deducted by Buyer from the proceeds of any sale, retention or other realisation of Purchased Assets following an Event of Default. The Liquidation Fee is a fixed amount or fixed-percentage charge determined and disclosed before the Transaction is concluded; it is not interest, default interest, compound interest, APR, APY, finance charge, late fee or any other time-accruing amount, and does not accrue or compound after the Confirmation;

(i) “Market Value”, with respect to any Assets as of any time on any date, the price for such Assets at such time as determined by the Buyer in its sole discretion on the basis of a generally recognized source (e.g. CoinMarketCap, directly or indirectly) the parties may agree that the Market Value for any Asset-backed Digital Asset shall be determined by reference to the applicable Underlying Assets; Platform Transferred Assets are not a separate asset from the applicable traditional physical or dematerialised Asset and on that basis, unless otherwise agreed, the Market Value for a Platform Transferred Asset is not distinct from the Market Value for such an Asset when it is not a Platform Transferred Asset);

(j) “Platform”, a technological platform used for the holding, transfer, payment and/or settlement of an Asset-backed Digital Asset, a Platform Transferred Asset and/or Digital Cash;

(k) “Platform Transaction”, a Transaction relating to (whether because of the Purchased Assets and/or the assets that can be provided as Additional Purchased Assets) an Asset-backed Digital Asset, a Platform Transferred Asset or Digital Cash which requires membership of and/or participation in (howsoever described) a Platform in order for the relevant Asset-backed Digital Asset, Platform Transferred Asset and/or Digital Cash to be held, transferred, paid or settled;

(l) “Platform Transferred Asset”, a traditional physical or traditional dematerialised Asset (and is therefore not an Asset-backed Digital Asset or a natively issued digital bond) which is held and/or recorded in a form that means it is capable of being transferred in a cryptographically secure manner using technology supporting the recording and/or storage of data (which may include distributed ledger technology) on a Platform;

(m) “Purchase Date”, the date on which Purchased Assets are to be transferred by Seller to Buyer;

(n) “Purchase Price”, on the Purchase Date, the price expressed in USD at which Purchased Assets are transferred by Seller to Buyer;

(o) “Purchased Assets”, the Assets transferred by Seller to Buyer in a Transaction hereunder. The term “Purchased Assets” with respect to any Transaction at any time also shall include Additional Purchased Assets delivered pursuant to Paragraph 4 hereof;

(p) “Repurchase Date”, the date on which Seller is to repurchase the Purchased Assets from Buyer, including any date determined by application of the provisions of Paragraph 3(c) or 7 hereof;

(q) “Repurchase Price”, the price at which Purchased Assets are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case as the sum of (i) the Purchase Price, (ii) the Service Fee for that Transaction and (iii) any disclosed or reasonably incurred third-party fees and costs (including network fees, settlement fees, exchange or trading fees, custody fees, banking fees, conversion fees, taxes and similar third-party costs) directly related to the Transaction or to its repurchase, in each case as set out in or reasonably determinable from Buyer’s product interface and/or the Confirmation;

(r) “Service Fee”, the fixed product fee disclosed in Buyer’s product interface and/or the Confirmation and accepted by Seller before the Transaction is concluded. The Service Fee is a one-off fixed transaction fee determined at or before the Purchase Date; it is not interest, default interest, compound interest, APR, APY, finance charge, late fee or any other time-accruing amount, and does not accrue or compound after acceptance. The Service Fee is payable by Seller through inclusion in the Repurchase Price (where Seller performs its repurchase obligation) or by deduction from any net proceeds otherwise payable to Seller pursuant to Paragraph 7 hereof;

(s) “Tokenized Traditional Asset”, a Digital Asset which represents ownership of or a contractual claim or right to an Underlying Asset or instructions to a transfer agent or issuer of an Asset which is a traditional physical or traditional dematerialised Asset;

(t) “Underlying Asset”, the asset to which the holder of an Asset-backed Digital Asset has a claim or right by virtue of holding the Asset-backed Digital Asset;

(u) “Valuation Ratio”, with respect to any Transaction as of any date, the ratio determined by Buyer in its sole discretion, expressed as a percentage, of (i) the Repurchase Price in respect of such Transaction, divided by (ii) the aggregate Market Value of all Purchased Assets subject to such Transaction; and

(v) “Valuation Ratio Breach Notice”, the meaning specified in Paragraph 4 hereof.

3. Initiation; Confirmation; Termination.

(a) An agreement to enter into a Transaction may be made via the sale product interface by the Seller subject to acceptance by the Buyer. On the Purchase Date for the Transaction, the Purchased Assets shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.

(b) Upon agreeing to enter into a Transaction hereunder, Buyer shall promptly deliver to Seller a written confirmation (which may be delivered electronically) of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Assets (including identifying details, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Service Fee for that Transaction, (v) any Liquidation Fee for that Transaction, (vi) the Repurchase Price (or, where the Repurchase Price is to be determined by formula, the formula and inputs sufficient to calculate it) and (vii) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.

(c) All Transactions hereunder shall be (at the option of Seller) terminable by Seller upon demand. On the date specified in such demand, or on the date fixed for termination in the case of Transactions for which Seller does not make such demand, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Assets against the transfer of the Repurchase Price to an account of Buyer.

4. Margin Maintenance.

If at any time the Valuation Ratio first exceeds 80%, then Buyer will provide notice to Seller (such notice, a “Valuation Ratio Breach Notice”) informing Seller (x) of such excess, (y) that an Event of Default hereunder shall occur if the Valuation Ratio exceeds 90% and (z) that if Seller desires to avoid the occurrence of such Event of Default, Seller may either (i) make demand for termination in accordance with Paragraph 3(c) prior to the occurrence of such Event of Default, in which case the Repurchase Date for such Transaction hereunder shall thereupon be deemed immediately to occur, or (ii) transfer to Buyer additional Assets identical to the Purchased Assets (“Additional Purchased Assets”) prior to the occurrence of such Event of Default, in which case the Valuation Ratio shall thereupon be re-determined (inclusive of any such Additional Purchased Assets). If at any time the Valuation Ratio first exceeds 85%, then Buyer will provide a second Valuation Ratio Breach Notice to Seller.

Each Valuation Ratio Breach Notice is a courtesy notification only. The obligation of Buyer to give a Valuation Ratio Breach Notice is on a reasonable-efforts basis and the Valuation Ratio is computed by Buyer on the basis of the price feeds, oracle feeds, exchange data, on-chain data and other pricing sources reasonably available to Buyer. Failure by Seller to receive, open or read any Valuation Ratio Breach Notice, and any unavailability, delay, error or interruption in the underlying price feeds or notification channels, shall not invalidate the Valuation Ratio, the occurrence of an Event of Default under Paragraph 7(iii) or any close-out, retention, liquidation or other remedy of Buyer under this Agreement.

5. Payment and Transfer.

Unless otherwise mutually agreed, all transfers of Digital Cash hereunder shall be in immediately available funds. All Assets transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred via the native blockchain system upon which the Assets are transacted, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer. To the extent that the parties enter into a Platform Transaction they agree that valid transfers on, settlement by or, as applicable, payment on the applicable Platform will satisfy all requirements under the Agreement in relation to the delivery or settlement of the applicable Asset-backed Digital Asset, Platform Transferred Asset and/or payment of any applicable Digital Cash.

6. Representations.

Seller represents and warrants to Buyer that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal, (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf, (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Seller shall be deemed to repeat all the foregoing representations made by it.

7. Events of Default.

In the event that (i) Seller fails to transfer Purchased Assets upon the applicable Purchase Date, (ii) Seller fails to repurchase Purchased Assets upon the applicable Repurchase Date, (iii) the Valuation Ratio exceeds 90%, (iv) an Act of Insolvency occurs with respect to Seller, (v) any representation made by Seller shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vi) Seller shall admit to Buyer its inability to, or its intention not to, perform any of its obligations hereunder (each an “Event of Default”):

(a) The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The nondefaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of such option.

(b) In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the defaulting party’s obligations in such Transactions to repurchase all Purchased Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph

(a) of this Paragraph, shall thereupon become immediately due and payable.

(c) If the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the nondefaulting party, without prior notice to the defaulting party, may, as to Transactions in which the defaulting party is acting as Seller, at its option:

(i) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, any or all Purchased Assets subject to such Transactions and apply the proceeds thereof, after deducting (in such order as the nondefaulting party in good faith determines) any Liquidation Fee, the Service Fee and any disclosed or reasonably incurred third-party fees and costs (including network fees, settlement fees, exchange or trading fees, custody fees, banking fees, conversion fees, taxes and similar third-party costs) directly related to the Transaction or the close-out, to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; or

(ii) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to retain such Purchased Assets free and clear of any obligation to return such Purchased Assets to the defaulting party as liquidated damages and, in furtherance thereof, each of Seller and Buyer acknowledges that, in connection with the occurrence of an Event of Default, (A) the nondefaulting party shall be damaged by defaulting party, (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, and (C) the retention of the Purchased Assets by the nondefaulting party free and clear of any obligation to return such Purchased Assets to the defaulting party is fair and reasonable and does not constitute a penalty.

The parties acknowledge and agree that (1) the Assets subject to any Transaction hereunder are instruments traded in a recognized market, and (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Assets, the nondefaulting party may establish the source therefor in its sole discretion.

(d) The defaulting party shall be liable to the nondefaulting party for (i) the amount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.

(e) The nondefaulting party shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

8. Single Agreement.

Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees

(i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

9. Notices and Other Communications.

Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by email and/or, if addressed to the Seller, via push notifications

Seller – email address indicated in Seller’s user profile

Buyer – [email protected]

10. Entire Agreement; Severability.

This Agreement shall supersede any existing agreements between the parties containing terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

11. Non-assignability; Termination.

(a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

(b) Subparagraph (a) of this Paragraph 11 shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 7 hereof.

12. Governing Law; Dispute Resolution.

(a) This Agreement shall be governed by the laws of the British Virgin Islands.

(b) Any unresolved controversy or claim arising out of or relating to this Agreement shall be referred to and finally resolved under the BVI International Arbitration Centre Arbitration Rules (the “Rules”) for the time being in force, which Rules are deemed to be incorporated by reference into this Paragraph 12(b). The number of arbitrators shall be one, to be appointed by mutual agreement of the parties to the dispute or, failing such agreement, to be appointed pursuant to and in accordance with the Rules. The language of the arbitration shall be English. The place of the arbitration shall be Road Town, Tortola, British Virgin Islands, unless the parties to the dispute agree otherwise. Decisions of the arbitral tribunal shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is based and may include an order requiring any disputing party to take or refrain from taking specific action with respect to the matter in dispute. The award of the arbitral tribunal shall be final and binding on the disputing parties and the disputing parties hereby irrevocably exclude any right of application or appeal to any court in any jurisdiction whatsoever in connection with any question arising in the course of any arbitration or in respect of any award made. An order of judicial acceptance or an application for enforcement of the arbitral award may be sought in any court of competent jurisdiction within or outside the British Virgin Islands. The costs of arbitration shall be borne equally by the disputing parties pending the arbitral tribunal’s award. Each prevailing party in any arbitration proceeding under this Paragraph 12(b) shall be entitled to recover the portion of those costs incurred by that party in connection with arbitration under this Agreement.

13. No Waivers, Etc.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure here-from shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a Valuation Ratio Breach Notice pursuant to Paragraph 4 hereof will not constitute a waiver of any Event of Default under Paragraph 7(iii) hereof.

14. Intent.

The parties intend that all Transactions hereunder be sales and purchases and not loans.