BlockchAIn Digital Infrastructure, Inc. Sample Contracts
Executive Consulting AgreementExecutive Consulting Agreement • December 1st, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • New York
EXECUTIVE CONSULTING AGREEMENT, dated as of [*], 2025 (this “Agreement”), between BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”), and Jeffry Hecklinski, an individual (“Consultant”). Each of the Company and Executive are sometimes referred to in this individually as a “Party” and, collectively, as the “Parties.”
ContractTripartite Supplemental Agreement • December 1st, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
[***] = certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.Pre-Funded Common Stock Purchase Warrant • June 2nd, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
HOSTING SERVICES AGREEMENTHosting Services Agreement • December 1st, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
THIS AGREEMENT (the “Agreement”) is made as of the date confirmed by NORTHSTAR in writing via email (the “Effective Date”).BETWEEN:
MASTER SERVICES AGREEMENTMaster Services Agreement • December 1st, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • New York
This Master Services Agreement (“Agreement”) effective as of July 12, 2023 (“Effective Date”) is between BV POWER ALPHA, LLC, a Delaware limited liability company, having a mailing address at 201 Montgomery Street, Suite 263, Jersey City, NJ 07302 (“Company”), and CODE GREEN APPAREL CORP., a Nevada corporation, having a mailing address at 9713 Stratus Drive, Dripping Springs, Texas 78620 (“Client”).
SPARTANBURG COUNTY, SOUTH CAROLINA DIGITAL ASSET MINER CO-LOCATION LICENSEDigital Asset Miner Co-Location License • December 1st, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • South Carolina
Executive Consulting AgreementExecutive Consulting Agreement • March 18th, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • New York
EXECUTIVE CONSULTING AGREEMENT, dated as of March 12, 2026 (this “Agreement”), between BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”), and Jeffry Hecklinski, an individual (“Consultant”). Each of the Company and Executive are sometimes referred to in this individually as a “Party” and, collectively, as the “Parties.”
MANAGEMENT FEE AGREEMENTManagement Fee Agreement • December 1st, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Delaware
BV Power Alpha LL, Delaware limited liability company (the Client) and Tiger Cloud LLC, a Delaware limited liability company (the Manager).
SECURITY AGREEMENTSecurity Agreement • September 24th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Delaware
This SECURITY AGREEMENT, dated as of May 15, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among VCV Digital Infrastructure Holdings, LLC, a Delaware limited liability company (“Buyer”), having an address of 1540 Broadway, Suite 1010, New York, NY 10036, BV Power Alpha LLC, a Delaware limited liability company (“BVPA”, and together with Buyer, the “Grantors”), having an address of 1540 Broadway, Suite 1010, New York, NY 10036, in favor of Merkle Standard LLC, a Delaware limited liability company (the “Secured Party”).
STANDSTILL AGREEMENTStandstill Agreement • December 1st, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • South Carolina
This Standstill Agreement (the “Agreement”) is entered into as of February 28, 2025 (“Effective Date”), by and between Blue Ridge Digital Mining LLC (“Blue Ridge”), Merkle Standard LLC (“MS”), and BV Power Alpha LLC (“BVPA”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 24th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Delaware
This Purchase and Sale Agreement (this “Agreement”) is entered into as of May 15, 2025 (the “Effective Date”), by and between Blue Ridge Digital Mining, LLC, a Delaware limited liability company (“Seller”), and BV Power Alpha LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are each a “Party” and collectively the “Parties.”
CONFIDENTAL SETTLEMENT AGREEMENT AND MUTUAL RELEASEConfidential Settlement Agreement • September 24th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
This Confidential Settlement Agreement, Mutual Release, and Separation Agreement (the “Agreement”) is made by and between Blue Ridge Digital Mining LLC (“Blue Ridge”), Merkle Standard LLC (“MS”), BV Power Alpha LLC (“BVPA”), VCV Digital Infrastructure Holdings, LLC (“VCV Holdings”), and VCV Digital Infrastructure Alpha LLC (together, with VCV Holdings, “VCV”) (collectively “the Parties”).
GUARANTYGuaranty • September 24th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Delaware
This GUARANTY (this “Guaranty”), dated as of May 15, 2025, is made by BV Power Alpha LLC, a Delaware limited liability company a Delaware limited liability company with a business address located at 1540 Broadway, Suite 1010, New York, NY 10036 (“Guarantor”), in favor and for the benefit of Merkle Standard LLC, a Delaware limited liability company with a business address located at 422767 State Rte 20, Usk, WA 99180 (“Beneficiary”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.Representative Common Stock Purchase Warrant • June 2nd, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement.
LOCK-UP/Leak-Out AGREEMENTLock-Up/Leak-Out Agreement • March 18th, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Delaware
THIS LOCK-UP/LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2026 between (i) BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (“Holdings”), and (ii) the undersigned (the “Holder”). Holdings and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • August 28th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Delaware
Chief Financial Officer (CFO) AgreementChief Financial Officer Agreement • June 2nd, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Delaware
This Agreement (“Agreement”) is entered into as of August 11, 2025, by and between Tiger Cloud LLC (“Company”), a Delaware limited liability company, and Jolienne Halisky (“CFO”), a resident of Canada.
STANDSTILL AGREEMENTStandstill Agreement • August 28th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • South Carolina
This Standstill Agreement (the “Agreement”) is entered into as of April 25, 2025 (“Effective Date”), by and between Blue Ridge Digital Mining LLC (“Blue Ridge”), Merkle Standard LLC (“MS”), and BV Power Alpha LLC (“BVPA”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.Representative Common Stock Purchase Warrant • June 10th, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 5, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement.
MUTUAL SETTLEMENT AND RELEASE AGREEMENTMutual Settlement and Release Agreement • August 28th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Illinois
THIS MUTUAL SETTLEMENT AND RELEASE AGREEMENT (“Settlement Agreement”) is entered into as of December 11, 2024 (the “Effective Date”) by and between KM JS ADVISORS, LLC, an Illinois limited liability company, (“KMJS”), and VCV DIGITAL GROUP, LLC, a Delaware limited liability company, VCV DIGITAL INFRASTRUCTURE ALPHA, LLC n/k/a TIGER CLOUD, LLC, a Delaware limited liability company, BPV POWER ALPHA, LLC, a Delaware limited liability company, BV POWER ALPHA, LLC, a Delaware limited liability company, and JERRY TANG a/k/a YUAN TANG, an individual, (hereinafter collectively referred to as the “VCV Defendants”). KMJS and the VCV Defendants are referred to collectively herein as the “Parties” and individually as a “Party”.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • New York
The undersigned, BlockchAIn Digital Infrastructure, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of BlockchAIn Digital Infrastructure, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Lucid Capital Markets, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
RELATED PARTY REVENUE TRANSFER AGREEMENTRelated Party Revenue Transfer Agreement • September 24th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
This Related Party Revenue Transfer Agreement (this “Agreement”) is entered into as of May 15, 2025 (the “Effective Date”), by and between: - Blue Ridge Digital Mining LLC, a Delaware limited liability company (“BROM”), and - BV Power Alpha LLC, a Delaware limited liability company (“BVPA”). BROM and BVPA are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • New York
The undersigned, BlockchAIn Digital Infrastructure, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of BlockchAIn Digital Infrastructure, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Lucid Capital Markets, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Supplemental AgreementSupplemental Agreement • December 1st, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
Supplemental Agreement to Tripartite Supplemental Agreement which was entered into among Northstar Lending LLC, Green Volt Innovations AA1 LLC and One Blockchain LLC on July 1st , 2025 (the “Original Agreement”) is effective as of 1st, October 2025 by and between:
ELECTRIC SERVICE AGREEMENTElectric Service Agreement • June 2nd, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
THIS AGREEMENT is made this 1st day of October, 2026 (the “Effective Date”), by and between ***, a *** Corporation (the “Company”), party of the first part, and ONE BLOCKCHAIN, LLC , a Delaware limited liability company (the “Customer”), party of the second part.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 11th, 2026 • AIB Data Centers Inc. • Commodity contracts brokers & dealers • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of September 4, 2026 (the “Effective Date”), by and between AIB Data Centers, Inc., a Delaware corporation (“Purchaser”), and *** (“Seller”). Except as otherwise expressly defined herein, capitalized terms will have the meanings set forth on Exhibit A attached hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2026 • AIB Data Centers Inc. • Commodity contracts brokers & dealers • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 1 2026, between AIB Data Centers Inc. (the “Company”) and Jolienne Halisky (“Executive,” together with the Company, the “Parties” and, each, a “Party”).
May 6, 2026 Mr. Gary Heitz garyheitz80@gmail.com Dear Mr. Heitz,Employment Agreement • June 2nd, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
On behalf of Tiger AIDC LLC (“Employer”), we are pleased to formalize this offer of employment to join our team to provide services to Employer and its successors, parent, subsidiaries and affiliates. This letter and the Non-Disclosure and Restrictive Covenant Agreement confirm the terms and conditions of our employment offer to you. The start date of your employment with Employer is May 21, 2026 (the “Effective Date”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • September 11th, 2026 • AIB Data Centers Inc. • Commodity contracts brokers & dealers • Texas
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2026 (the “Effective Date”), is entered into between ***, a ***, having an address at *** (“Seller”), and AIB Data Centers, Inc., a Delaware corporation, having an address at 1540 Broadway, Ste 1010, New York, NY 10036 (“Purchaser”).
STANDSTILL AGREEMENTStandstill Agreement • August 28th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • South Carolina
This Standstill Agreement (the “Agreement”) is entered into as of January 27, 2025 (“Effective Date”), by and between Blue Ridge Digital Mining LLC (“Blue Ridge”), Merkle Standard LLC (“MS”), and BV Power Alpha LLC (“BVPA”).
ELECTRIC SERVICE AGREEMENTElectric Service Agreement • June 1st, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
THIS AGREEMENT is made this 1st day of October, 2026 (the “Effective Date”), by and between ***, a *** Corporation (the “Company”), party of the first part, and ONE BLOCKCHAIN, LLC, a Delaware limited liability company (the “Customer”), party of the second part.
Order FormOrder Form • August 28th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • Texas
Pursuant to the terms of this order form (the “Order”), dated _______January 7, 2025_______, the undersigned (“Client”) hereby agrees to purchase Bitcoin mining services and related services from BV Power Alpha LLC (“Host”), subject to the following terms and conditions:
January 14, 2026 Mr. Eyal Rozen erozen67@gmail.com Dear Mr. Rozen,Employment Agreement • June 2nd, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
On behalf of One Blockchain LLC (“Employer”), we are pleased to formalize this offer of employment to join our team to provide services to Employer and its successors, parent, subsidiaries and affiliates. This letter and the attached Non-Disclosure and Restrictive Covenant Agreement confirm the terms and conditions of our employment offer to you. The start date of your employment with Employer is January 15, 2026 (the “Effective Date”).
AMENDMENT NO. 1 TO THE DIGITAL ASSET MINER CO-LOCATION LICENSEDigital Asset Miner Co-Location License • August 28th, 2025 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers • South Carolina
● WHEREAS, Licensor and Licensee entered into that certain Digital Asset Miner Co-Location License dated as of September 27, 2022 (the “Agreement”), relating to certain co-location services and operations in Spartanburg County, South Carolina;
LOCK-UP AGREEMENTLock-Up Agreement • June 10th, 2026 • BlockchAIn Digital Infrastructure, Inc. • Commodity contracts brokers & dealers
Re: Underwriting Agreement, dated June 5, 2026 (the “Underwriting Agreement”), by and between BlockchAIn Digital Infrastructure, Inc. (the “Company”) and Lucid Capital Markets, LLC, (the “Representative”) acting as representative to the several underwriters (collectively, the “Underwriters”).