ATHR 8-K
Aether Holdings, Inc. (ATHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
On July 17, 2026, Aether Holdings, Inc. (the “Company”) and Aether Compute LLC (“Aether Compute”) entered into a series of definitive agreements with Virtual Grid Inc., an Alberta corporation (“Virtual Grid”), providing for a strategic commercial relationship relating to Virtual Grid’s modular compute-and-energy pods and related software and a strategic investment by the Company in Virtual Grid (collectively, the “Virtual Grid Transaction”).
The Supply Agreement and the FOMA Agreement, each as defined below, were entered into by Aether Compute, and not by the Company. The Company is not a party to either agreement, and the Supply Agreement expressly provides that the Company has no liability or obligation under or in connection with the Supply Agreement, except to the extent the Company separately agrees to such liability or obligation in a written instrument signed by the Company.
Timothy Murphy, a member of the Board of Directors and officer of the Company, is the Chief Executive Officer, a director and a shareholder of Virtual Grid. Accordingly, Mr. Murphy has an interest in Virtual Grid and in the transactions described in this Current Report on Form 8-K. Except as described in this paragraph and in respect of the transaction documents described herein, the Company is not aware of any other material relationship between the Company or its affiliates, on the one hand, and Virtual Grid or its affiliates, on the other hand.
Exclusive White Label Supply and Distribution Agreement
Under the Exclusive White Label Supply and Distribution Agreement, dated July 17, 2026, by and between Virtual Grid and Aether Compute (the “Supply Agreement”), Virtual Grid appointed Aether Compute as its exclusive white-label reseller, distributor and commercial channel partner for the applicable products in Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam (the “Territory”) during the exclusivity term. The Supply Agreement also permits Aether Compute to pursue non-exclusive opportunities in the United States, subject to case-by-case written approval by Virtual Grid. Products are expected to be marketed by Aether Compute under the AetherPod VG100 white-label presentation together with the “Powered by Virtual Grid” designation. The Supply Agreement provides that there are no reserved accounts as of the effective date unless identified by a signed amendment.
The initial exclusivity term runs for ten years from the effective date, subject to earlier termination in accordance with the Supply Agreement, and Aether Compute has an option to renew the exclusivity term for one additional ten-year period if it is not then in material uncured breach. Aether Compute is required to use commercially reasonable efforts to commercially launch AetherPod VG100 in the Territory by December 31, 2027, subject to Virtual Grid having made commercially deployable products available and having satisfied applicable delivery, support, capacity, technical, documentation, training and approval obligations. The Supply Agreement does not impose a minimum purchase, take-or-pay, minimum sourcing or exclusive purchasing obligation unless expressly set forth in a written agreement, quote, accepted purchase order, change order or similar order-specific document.
Pricing, deposits, milestone payments, delivery terms, capacity reservations, product configurations, FOMA fees, warranty periods, support packages and other order-specific terms are determined on an order-by-order basis and are binding only to the extent reflected in a quote, accepted purchase order, change order or capacity reservation agreement accepted by Virtual Grid. Aether Compute will provide first-line customer relationship management, local customer interface, site coordination and local deployment support, while Virtual Grid will provide second-line and third-line technical support, remote implementation assistance, firmware and software updates, cybersecurity patches, warranty support and engineering escalation for the products and FOMA. The Supply Agreement also includes customary exclusivity, non-circumvention, compliance, intellectual property, confidentiality, warranties, indemnities, limitations on liability, suspension, termination, wind-down, assignment and dispute resolution provisions. Aether Compute may terminate the Supply Agreement for cause and, after the second anniversary of the effective date, for convenience upon 90 days’ prior written notice; Virtual Grid may terminate the Supply Agreement or convert Aether Compute’s rights to non-exclusive upon certain uncured breaches or unsatisfied conditions. The Company is not a party to the Supply Agreement and has no liability or obligation arising under or in connection with the Supply Agreement except to the extent the Company expressly agrees in a separate written instrument signed by the Company.
FOMA License and Support Agreement
Under the License and Support Agreement, dated July 17, 2026, by and between Virtual Grid and Aether Compute (the “FOMA Agreement”), Virtual Grid granted Aether Compute, subject to completion of the strategic investment, payment and compliance conditions, a limited, exclusive, non-transferable, non-assignable and revocable license during the license term to use, demonstrate, market and sublicense object-code access to Virtual Grid’s Fleet Orchestration Management Application, or FOMA, solely in the Territory, solely in connection with products supplied by Virtual Grid and solely for authorized deployments. The FOMA Agreement does not grant source code, standalone commercialization rights or rights to use FOMA with non-approved products, sites, customers or deployments.
For Aether direct deployments, Aether Compute is required to pay Virtual Grid royalties equal to 6% of direct gross compute revenue for each applicable calendar quarter plus a quarterly support fee equal to 20% of the royalty. For operator deployments, the Virtual Grid royalty is calculated by reference to the operator royalty pool; where the operator royalty pool is 6% of operator gross compute revenue, Aether Compute retains 50% and Virtual Grid receives 50% of the gross royalty pool, resulting in an effective 3% share of operator gross compute revenue for each party. Aether Compute is required to deliver quarterly royalty reports within 20 days after the end of each calendar quarter and Virtual Grid has audit rights under the FOMA Agreement. The FOMA Agreement also contains restrictions on use and sublicensing, end-user protection requirements, security and compliance obligations, support and update obligations, suspension and termination rights, indemnities and limitations of liability.
Subscription and Share Payment Agreement
Under the Subscription and Share Payment Agreement, dated July 17, 2026, by and between the Company and Virtual Grid (the “Subscription Agreement”), the Company agreed to subscribe for equity securities of Virtual Grid and an equal number of warrants for an aggregate subscription price of US$360,000. The Company agreed to pay the subscription price by issuing to Virtual Grid 82,606 shares of the Company’s common stock, par value $0.001 per share (the “Aether Shares”), based on a Nasdaq Minimum Price of $4.358 per share, representing the average Nasdaq official closing price for the five trading days immediately preceding signing. Based on the Bank of Canada daily USD/CAD exchange rate of 1.4038 on July 16, 2026 and Virtual Grid’s certified fully diluted capitalization of 12,250,882 shares, Virtual Grid’s closing deliveries to the Company include 176,412 Class A common shares of Virtual Grid and a common share purchase warrant to acquire 176,412 Class A common shares of Virtual Grid at an exercise price of C$2.864692 per share, expiring at 5:00 p.m. Vancouver time on July 17, 2031. The number of Virtual Grid Class A common shares and warrant shares was determined by converting the US$360,000 subscription price into Canadian dollars and dividing the resulting amount by the per-share price implied by Virtual Grid’s US$25.0 million pre-money valuation and certified fully diluted capitalization.
The Subscription Agreement provides for a down-round true-up if, during the 24 months following closing, Virtual Grid completes a qualifying arm’s-length equity financing for cash proceeds of at least US$1,000,000 at an implied pre-money valuation below US$25,000,000. In that event, Virtual Grid will issue additional true-up shares and true-up warrants to the Company for no additional consideration and the exercise price of the Company’s warrants will be reduced to the effective financing price, subject to the terms and exclusions in the Subscription Agreement. The Subscription Agreement also includes public-market transaction cooperation covenants from the Company in favor of Virtual Grid and customary representations, warranties, conditions, covenants and indemnification provisions.
Lock-Up Agreement and Warrant
In connection with the Subscription Agreement, the Company and Virtual Grid entered into a Lock-Up Agreement, dated July 17, 2026 (the “Lock-Up Agreement”), under which Virtual Grid agreed not to transfer the Aether Shares during the 12-month period beginning on the closing date, subject to limited exceptions, and agreed not to engage in short sales, hedging transactions or other transactions transferring the economic consequences of ownership during the lock-up period. During the 90 calendar days immediately following the lock-up period, Virtual Grid is subject to orderly disposition limitations. The Lock-Up Agreement also provides that the Company is not required to file or maintain any resale registration statement for the Aether Shares and supersedes the transfer restriction, resale support and registration rights provisions of the Subscription Agreement relating to the Aether Shares.
The Common Share Purchase Warrant to be issued by Virtual Grid to the Company (the “Warrant”) entitles the Company, or its permitted assigns, to purchase up to 176,412 common shares of Virtual Grid, subject to adjustment, at an exercise price of C$2.864692 per share at any time before 5:00 p.m. Vancouver time on July 17, 2031, and will expire automatically at that time, subject to the automatic cashless exercise provisions described in the Warrant. The Warrant includes cash exercise and cashless exercise mechanics, including automatic cashless exercise at expiry if the fair market value exceeds the exercise price, and customary adjustment provisions.
The foregoing descriptions of the Supply Agreement, the FOMA Agreement, the Subscription Agreement, the Lock-Up Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Supply Agreement, the FOMA Agreement, the Subscription Agreement, the Lock-Up Agreement and the Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
# Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 21, 2026 | Aether Holdings, Inc. | |
| By: | /s/ Nicolas Lin | |
| Nicolas Lin | ||
| Chief Executive Officer | ||
Exhibit 10.1
EXCLUSIVE WHITE LABEL SUPPLY AND DISTRIBUTION AGREEMENT
Between
VIRTUAL GRID INC. (“Virtual Grid”)
And
AETHER COMPUTE LLC (“Aether”)
Dated as of July 17, 2026
| Virtual Grid Inc. / Aether Compute LLC | Page 1 |
RECITALS
| A. | Virtual Grid develops and supplies modular compute-and-energy pods and related software, firmware, documentation, know-how and support services. |
| B. | Aether will be the exclusive commercial channel partner in the Territory for the Products, including originating, developing, negotiating, contracting with and managing Territory customer opportunities, subject to agreed technical, safety, export-control and compliance requirements. |
| C. | The parties entered into a memorandum of understanding dated June 15, 2026 and are entering into this agreement (the “Agreement”) as one of the definitive agreements for the contemplated strategic relationship. |
1. Definitions
“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. Aether may perform its obligations through Affiliates and Permitted Aether Designees, provided that Aether remains fully responsible and liable for their acts, omissions and compliance with this Agreement.
“AetherPod VG100” means a Product supplied by Virtual Grid and marketed by Aether in the Territory under the approved Aether white-label presentation, together with the required “Powered by Virtual Grid” designation.
“Approved End Customer” means an end customer in the Territory approved by Virtual Grid or satisfying written customer acceptance criteria approved by Virtual Grid.
“Approved Opportunity” means an Account Registration or Territory opportunity that has been approved under Section 2.3 or Section 2.5, as applicable.
“Accepted Purchase Order” means a purchase order submitted by Aether that has been expressly accepted in writing by Virtual Grid through an order confirmation, countersignature, executed order form or other written acceptance issued by an authorized representative of Virtual Grid. No purchase order shall be deemed accepted by silence, course of dealing, invoice, acknowledgement, shipment preparation, commencement of discussions or receipt of a purchase order.
“Business Day” means a day other than Saturday, Sunday or a statutory holiday in Vancouver, British Columbia or New York, New York.
“Change Order” means a written change order, amendment or similar instrument accepted by Virtual Grid that modifies the Product configuration, quantity, price, currency, taxes, deposits, payment milestones, capacity reservation, delivery terms, lead times, delivery location, acceptance procedure, warranty period, support package, support fees, FOMA fees, cancellation charges, customer/site obligations or other order-specific terms of an Accepted Purchase Order.
“Commercial Schedule” means Schedule 1 to this Agreement, setting out the general commercial framework and order process. No Product configuration, reserved capacity, pricing, payment milestone, deposit requirement, lead time, delivery terms, acceptance testing, warranty periods, support commitments, support fee or other order-specific commercial term shall bind Virtual Grid unless expressly set forth in a Quote, Accepted Purchase Order or Change Order issued or accepted by Virtual Grid.
“Contract Year” means each successive twelve (12) month period beginning on the Effective Date and each anniversary thereof.
“Effective Date” means the date of execution of this Agreement.
“Exclusivity Term” means the term beginning on the date of execution of this Agreement and ending on the tenth anniversary thereof, as it may be extended under Section 3.3.
“FOMA” means Virtual Grid’s Fleet Orchestration Management Application, together with updates, upgrades and patches made available by Virtual Grid from time to time; provided that no update, upgrade or patch may materially reduce FOMA functionality, security or performance without Aether’s prior written consent, except to the extent reasonably required for security, legal compliance, interoperability, supportability, vulnerability remediation, infrastructure integrity or emergency purposes.
| Virtual Grid Inc. / Aether Compute LLC | Page 2 |
“FOMA Agreement” means the License and Support Agreement of even date herewith between the parties.
“Permitted Aether Designee” means any Affiliate of Aether, project special-purpose vehicle, financing vehicle, data-centre operator, systems integrator, reseller, subcontractor, customer-contracting entity or other Person designated by Aether in writing, provided that Aether remains fully responsible and liable for all acts and omissions of such Person as if they were acts and omissions of Aether. No Permitted Aether Designee may be a competitor of Virtual Grid or use the Products, FOMA or Virtual Grid Confidential Information other than for an Approved Opportunity under this Agreement.
“Products” means the specific modular compute-and-energy pod models, related hardware, spare parts, accessories, documentation and approved software components identified in the Commercial Schedule or an Accepted Purchase Order. No new Product model, upgrade, feature, improvement or service shall become subject to this Agreement unless the Parties agree in writing.
“Quote” means a written quotation, proposal or order form issued by Virtual Grid for a specific Product order, customer opportunity or deployment, including any stated assumptions, validity period, Product configuration, price, currency, deposit, payment milestone, delivery term, lead time, support package, warranty period, FOMA fee, cancellation charge, site/customer obligation and other order-specific commercial terms.
“Territory” means Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam. The United States is non-exclusive and is subject to case-by-case written approval by Virtual Grid.
“Reserved Accounts” means only those customers, customer opportunities or channel relationships expressly identified by name in Schedule 2. No Person shall be treated as a Reserved Account unless expressly identified in Schedule 2, which may be amended only by a written agreement signed by both Parties.
“Term” means the period beginning on the Effective Date and ending upon expiration or termination of this Agreement in accordance with Section 10.
2. Appointment and Scope
2.1 Appointment. Subject to Sections 2.5, 3.2, 3.4, 4 and 10, Virtual Grid appoints Aether as its exclusive white-label reseller, distributor and commercial channel partner for the Products in the Territory during the Exclusivity Term.
Virtual Grid shall not, directly or indirectly, whether through an Affiliate, reseller, distributor, systems integrator, customer, financing source or otherwise, market, sell, license, distribute, supply, support, appoint another channel partner for, or otherwise commercialize the Products in the Territory other than through Aether, except solely with respect to Reserved Accounts and only in accordance with Schedule 2
Virtual Grid shall promptly refer to Aether all inbound inquiries and opportunities relating to Products in the Territory that are not Reserved Accounts.
2.1A Reserved Accounts. Virtual Grid may engage directly with a Reserved Account only to the extent expressly described in Schedule 2. Virtual Grid shall not add, expand or substitute any Reserved Account without Aether’s prior written consent. Any customer opportunity not expressly listed in Schedule 2 shall be treated as available exclusively to Aether.
2.1B Customer Non-Circumvention. During the Term and for twenty-four (24) months thereafter, Virtual Grid shall not, directly or indirectly, solicit, quote, contract with, sell to, license to, market to or otherwise pursue any Aether-originated customer, Approved Opportunity or prospect without Aether’s prior written consent. For purposes of this Section, an Aether-originated customer or prospect means a customer or prospect first introduced to Virtual Grid by Aether in writing with reasonably detailed opportunity information and with whom Aether is engaged in active, documented commercial discussions regarding Products.
This restriction does not prevent Virtual Grid from communicating directly with an Aether-originated customer solely where reasonably necessary for technical support, safety, compliance, commissioning, warranty service or regulatory purposes; provided that Virtual Grid shall keep Aether reasonably informed of such communications and shall not use such communications to bypass Aether commercially.
| Virtual Grid Inc. / Aether Compute LLC | Page 3 |
2.2 Nature of exclusivity. Aether retains ownership of its customer relationships, customer lists, sales pipeline, CRM records, pricing data, commercial terms, marketing materials, market intelligence and customer-facing deployment data. Virtual Grid may use such information only to support Aether-originated opportunities and deployments. Nothing in this Section limits Virtual Grid’s right to collect, use and retain Product, FOMA, telemetry, performance, diagnostic, security, maintenance, warranty, safety, compliance and aggregated or anonymized operational data for product operation, support, improvement, safety, compliance, warranty, cybersecurity, legal and business purposes.
2.3 United States. Aether may pursue non-exclusive opportunities for Products in the United States.
Aether may register a United States opportunity with Virtual Grid by delivering written notice identifying the proposed customer, site, anticipated use case and reasonably available commercial and technical information (an “Account Registration”).
Within ten (10) Business Days after receiving all reasonably required information for an Account Registration, Virtual Grid shall either: (a) approve the opportunity; (b) reject the opportunity for the grounds permitted under Section 2.5; or (c) request reasonably necessary additional information. If Virtual Grid does not respond within such five (5) Business Day period, the opportunity shall be deemed approved.
For eighteen (18) months after approval or deemed approval, Virtual Grid shall not directly or indirectly market, quote, sell, license, supply or appoint another channel partner with respect to the registered opportunity or customer without Aether’s prior written consent. This protection shall extend for an additional six (6) months if Aether demonstrates continuing material commercial progress with the opportunity.
For clarity, Aether has no general exclusivity in the United States; however, Virtual Grid shall not bypass Aether with respect to an Approved Opportunity registered by Aether under this Section 2.3.
2.4 Protection of Virtual Grid Technology; Aether Freedom to Operate.
| (a) | Protection of Virtual Grid Technology. Except as expressly permitted under this Agreement or required by applicable law, Aether shall not, and shall cause its employees, contractors and subcontractors not to: |
| (i) | reverse engineer, disassemble, decompile, decode or otherwise attempt to derive the source code, design specifications, architecture or underlying ideas of any proprietary hardware, firmware, software or other technology of Virtual Grid embodied in the Products or FOMA; | |
| (ii) | copy, reproduce, modify or create derivative works of Virtual Grid’s proprietary technology, except for configurations, integrations, customer-facing materials and other activities expressly permitted under this Agreement; | |
| (iii) | manufacture, have manufactured or procure the manufacture of any product using or incorporating Virtual Grid’s confidential information, proprietary technology, designs, firmware, software, specifications or other intellectual property; | |
| (iv) | remove, obscure or alter any proprietary, copyright, patent, trademark or confidentiality notice appearing on any Product, FOMA component or related documentation; or | |
| (v) | use Virtual Grid’s confidential information or proprietary technology to enable any third party to replicate or develop a substantially similar product. |
| (b) | Permitted Product Activities. Subject to compliance with this Agreement, Aether may market, resell, deploy, install, commission, configure, integrate, operate, monitor, maintain and provide first-line support for the Products and FOMA, and may engage Affiliates, project special-purpose vehicles, systems integrators, contractors, resellers and other Permitted Aether Designees to perform those activities. | |
| (c) | Aether Freedom to Operate. Nothing in this Agreement shall restrict Aether or any Affiliate from independently developing, acquiring, financing, manufacturing, having manufactured, marketing, selling, distributing, white-labeling, operating or supporting any products or services, including modular data center, compute, GPU, energy storage, cooling, power management, infrastructure management or software products and services, provided that Aether does not use or disclose Virtual Grid’s confidential information or proprietary technology in doing so. |
| Virtual Grid Inc. / Aether Compute LLC | Page 4 |
For clarity, this Agreement does not impose on Aether any non-competition obligation, exclusive purchasing obligation, minimum sourcing obligation or restriction on Aether’s ability to engage alternative suppliers.
| (d) | Alternative Supply Rights. Aether may source, market, sell, deploy or support an alternative product for the specific affected customer opportunity only, without breaching this Agreement or reducing its exclusivity rights, and only after written notice to Virtual Grid and a reasonable opportunity to cure or mitigate where practicable, if Virtual Grid: |
| (i) | declines the applicable opportunity or purchase order for reasons other than a confirmed legal, sanctions, export-control or safety restriction; | |
| (ii) | does not confirm in writing its ability to meet the required capacity, specifications or delivery timetable within ten (10) Business Days after receiving all reasonably required technical and compliance information; | |
| (iii) | fails to deliver Products in accordance with an accepted purchase order; | |
| (iv) | fails to cure a material Product non-conformity within the applicable cure period; or | |
| (v) | materially fails to provide required support or FOMA access in accordance with this Agreement or the FOMA Agreement. |
Aether’s use of an alternative supplier shall not permit Aether or any Permitted Aether Designee to use Virtual Grid marks, FOMA, documentation, Confidential Information, Product-derived materials or the “Powered by Virtual Grid” designation with any alternative product, and shall not apply to any Accepted Purchase Order except as expressly provided in that Accepted Purchase Order.
| (e) | Testing and Benchmarking. Aether may conduct good-faith technical, performance, interoperability, security, commercial and customer-use-case testing of the Products and FOMA. Aether may disclose accurate and non-misleading results to customers, prospective customers, financing sources, insurers, regulators and professional advisers, in each case subject to reasonable confidentiality protections and Section 5.2. | |
| (f) | Aether Developed Materials. Aether retains all right, title and interest in its customer relationships, customer data, deployment methodologies, integrations, dashboards, commercial materials, pricing, market intelligence, customer-facing documentation and other materials independently developed by or for Aether (“Aether Developed Materials”). Aether Developed Materials shall not be deemed to be a derivative work, improvement or feedback of Virtual Grid technology solely because they interoperate with, reference or are used with the Products or FOMA, provided that Aether Developed Materials exclude Products, FOMA, Virtual Grid software, firmware, documentation, APIs, Product telemetry, diagnostics, technical data, Product configurations, modifications, derivative works, improvements, know-how, specifications and any materials that incorporate, are derived from, disclose or depend upon Virtual Grid Confidential Information or Virtual Grid technology. |
| Virtual Grid Inc. / Aether Compute LLC | Page 5 |
2.5 Customer Approval; Rejection Rights. Virtual Grid may reject or condition an end customer, site, transaction, use case, country, end user or intermediary only if Virtual Grid reasonably determines, based on reasonable grounds, that the proposed opportunity presents:
(a) a material sanctions, export-control, anti-corruption, anti-money-laundering or other legal restriction;
(b) a material safety, cybersecurity, technical compatibility or product-integrity issue;
(c) a material creditworthiness concern that cannot reasonably be mitigated through deposits, guarantees, insurance or other customary credit support;
(d) an inability to meet the requested capacity, specification or delivery timetable despite commercially reasonable efforts; or
(e) a material reputational, brand, channel-conflict, supportability, product-integrity or other material business risk.
Virtual Grid shall provide Aether with written reasons for any rejection within ten (10) Business Days after receiving the required information.
If Virtual Grid rejects an opportunity for capacity, delivery, pricing or other commercial reasons not permitted under this Section 2.5, Aether may use an alternative supplier for that opportunity pursuant to Section 2.4(d), without loss of exclusivity or other rights under this Agreement.
3. Term; Performance Conditions
3.1 Term. This Agreement begins on the Effective Date and continues until the expiration of the Exclusivity Term, unless earlier terminated in accordance with Section 10. Aether’s exclusive appointment shall not be reduced, suspended or terminated except as expressly provided in Section 10.
3.2 Commercial Launch; Annual Business Plan. Aether shall use commercially reasonable efforts to commercially launch AetherPod VG100 in the Territory by December 31, 2027; provided that Virtual Grid has made commercially deployable Products available, has satisfied its applicable delivery, support, capacity and technical obligations, and has provided the documentation, training and approvals reasonably required for such launch.
The Parties may agree annually on a written business plan, forecast, pipeline review and commercial targets. Unless expressly stated in a written agreement signed by both Parties, any such targets are non-binding planning targets only and do not constitute minimum purchase obligations, take-or-pay obligations, minimum sourcing obligations or conditions to Aether’s exclusivity rights.
3.3 Renewal Option. If Aether is not then in material uncured breach of this Agreement, Aether may extend the Exclusivity Term for one additional ten (10)-year period by delivering written notice to Virtual Grid not less than one hundred eighty (180) days before the end of the initial Exclusivity Term. The renewal shall be on the same terms and conditions as this Agreement, except that the Parties may update the Commercial Schedule by mutual written agreement.
3.4 No Automatic Loss of Exclusivity. Aether’s failure to achieve a forecast, projected pipeline amount, sales target, launch target or expected purchase volume shall not, by itself, constitute a breach of this Agreement; provided that Virtual Grid may convert Aether’s rights for the affected Product or country from exclusive to non-exclusive if Aether fails to satisfy any commercial launch, minimum performance, deposit, credit support, capacity reservation or other exclusivity condition expressly set forth in this Agreement, the Commercial Schedule, a Quote, an Accepted Purchase Order, a Change Order or a mutually agreed annual business plan, and such failure is not cured within thirty (30) days after written notice.
| Virtual Grid Inc. / Aether Compute LLC | Page 6 |
4. Orders, Pricing and Delivery
4.1 Forecasts. Following the first Accepted Purchase Order, Aether shall provide Virtual Grid with rolling twelve (12) month forecasts on a quarterly basis. Forecasts are for planning purposes only and shall not constitute binding purchase commitments, except to the extent expressly included in a Quote, Accepted Purchase Order, Change Order or capacity reservation agreement accepted by Virtual Grid.
4.1A Capacity Allocation. Virtual Grid shall reserve for Aether not less than the capacity specified in the Commercial Schedule,.
Any capacity reserved for Aether may be reallocated by Virtual Grid without liability if Aether has not submitted a purchase order accepted by Virtual Grid, satisfied all production-release conditions or paid all required deposits, reservation fees, prepayments or credit support by the applicable deadline stated in the Quote, Accepted Purchase Order, Change Order or capacity reservation agreement. If Virtual Grid cannot supply Products within an Accepted Purchase Order’s agreed capacity allocation, specification or delivery period, Aether may source an alternative product only for the affected opportunity under Section 2.4(d).
4.1B Pricing; Quotes; Change Control. Product prices, support fees, FOMA fees, delivery charges, deposits, milestone payments, taxes, duties, freight, insurance, tariffs, customs charges and other commercial amounts shall be determined on an order-by-order basis and shall be binding only to the extent expressly set forth in a Quote, Accepted Purchase Order or Change Order issued or accepted by Virtual Grid. Any Quote issued by Virtual Grid shall be valid only for the period stated in the Quote. If no period is stated, the Quote shall expire automatically fifteen (15) days after issuance. Virtual Grid may withdraw or revise a Quote before acceptance if there is a material change in Product configuration, customer requirements, supplier pricing, component availability, tariffs, duties, freight, currency exchange, regulatory requirements, delivery assumptions, site conditions, credit risk or other assumptions on which the Quote was based.
Virtual Grid may not increase the price of any Accepted Purchase Order except through a Change Order or as expressly provided in the applicable Accepted Purchase Order. Future Product prices may be changed by Virtual Grid to reflect changes in Product configuration, customer requirements, site conditions, component availability, supplier pricing, GPU pricing, battery pricing, raw materials, labour, freight, insurance, tariffs, duties, taxes, currency exchange, regulatory requirements, export/import requirements, financing costs, delivery method, installation scope, support scope or other commercially relevant cost factors.
4.1C Change Orders. Any change to Product configuration, quantity, customer, site, delivery location, delivery timing, acceptance criteria, support requirements, warranty scope, regulatory requirements, import/export requirements, payment terms or any other commercial or technical assumption shall require a written Change Order accepted by Virtual Grid. Virtual Grid may condition any Change Order on adjustments to price, deposits, payment milestones, lead times, delivery terms, support fees, warranty terms and other affected commercial terms.
4.2 Purchase Orders. Aether may submit purchase orders consistent with an applicable Quote and any applicable capacity allocation accepted by Virtual Grid. Each purchase order shall constitute an offer only and shall not be binding unless and until expressly accepted in writing by Virtual Grid.
Virtual Grid may accept, reject or condition acceptance of any purchase order in its reasonable business judgment, including based on Product availability, supplier availability, capacity, pricing, payment terms, deposits, credit support, customer approval, site readiness, legal compliance, export/import requirements, delivery feasibility, technical feasibility, support requirements or other commercial considerations. Any rejection shall describe the basis in reasonable detail and identify any information or modification required to permit acceptance where reasonably practicable.
No purchase order shall be deemed accepted by silence, course of dealing, invoice, acknowledgement, shipment preparation, commencement of discussions or receipt of a purchase order. Once accepted, an Accepted Purchase Order may not be cancelled or materially modified except by written agreement of the Parties, an accepted Change Order, or as expressly permitted under the Accepted Purchase Order or Section 10.
| Virtual Grid Inc. / Aether Compute LLC | Page 7 |
4.3 Pricing and Payment. Aether shall pay amounts due under an Accepted Purchase Order in accordance with the applicable payment milestones in the Quote, Accepted Purchase Order or Change Order. Unless otherwise stated in an Accepted Purchase Order, deposits, reservation fees and milestone payments are non-refundable once Virtual Grid has commenced procurement, engineering, manufacturing, capacity reservation, supplier commitments or other non-cancellable work for the applicable order, except to the extent the order is terminated due to Virtual Grid’s uncured material breach.
Aether may withhold only amounts disputed in good faith and described in reasonable detail, and shall timely pay all undisputed amounts. Aether may set off only undisputed credits, refunds, warranty claims or other amounts finally determined to be owing by Virtual Grid to Aether. Virtual Grid may suspend performance, procurement, production, shipment, support or delivery under any Accepted Purchase Order if Aether fails to pay undisputed amounts when due or fails to provide required deposits, milestone payments or credit support after ten (10) Business Days’ notice.
4.4 Delivery; Title; Risk of Loss. Delivery terms, delivery location, freight, insurance, export/import responsibility, customs clearance, taxes, duties, tariffs, risk of loss and title transfer shall be set forth in the applicable Accepted Purchase Order. If an Accepted Purchase Order does not specify delivery terms, delivery shall be FCA Virtual Grid’s facility or other Virtual Grid-designated handoff point, Incoterms® 2020. Aether shall be responsible for importation, local duties, site access and local permits, except to the extent expressly allocated to Virtual Grid in the applicable Accepted Purchase Order.
Risk of loss shall transfer in accordance with the applicable Incoterm stated in the Accepted Purchase Order. Site acceptance shall not delay passage of title, risk of loss or payment obligations except for amounts expressly tied to successful site acceptance in the applicable Accepted Purchase Order.
4.5 Factory Acceptance; Site Acceptance; Remedies. Before shipment, Virtual Grid shall make each Product available for factory acceptance testing in accordance with the applicable specifications and testing procedures in the Accepted Purchase Order, or, if not specified, Virtual Grid’s then-current standard testing procedures. Following delivery and installation, Aether shall have the period stated in the Accepted Purchase Order, or if no period is stated, fifteen (15) Business Days after completion of commissioning, to conduct site acceptance testing against the agreed specifications, performance requirements and documentation (the “Site Acceptance Test”).
A Product shall be deemed accepted only upon: (a) Aether’s written acceptance; or (b) the expiration of the Site Acceptance Test period without Aether delivering a written notice of material non-conformity.
If a Product fails a Site Acceptance Test for reasons within Virtual Grid’s reasonable control, Virtual Grid may, at its election, repair, replace, reconfigure or otherwise cure the non-conformity within thirty (30) days, or such other period as stated in the Accepted Purchase Order. If Virtual Grid fails to cure within such period, Aether may elect to: (i) reject the affected non-conforming Product and receive a refund of amounts paid for that Product following return of the Product; (ii) obtain replacement Products; or (iii) terminate the affected purchase order and pursue its rights under Section 10. Virtual Grid shall have no responsibility for failures caused by Aether, an end customer, site conditions, local infrastructure, third-party equipment or software, unauthorized modifications, misuse, failure to follow documentation or other matters outside Virtual Grid’s reasonable control.
No Product shall be deemed accepted merely upon shipment or delivery, except as expressly stated in the applicable Accepted Purchase Order or upon Aether’s or an end customer’s beneficial use of the Product in a production environment.
5. White Label, Marketing and Customer Terms
5.1 Branding approval. During the Term, Virtual Grid grants Aether a non-exclusive, royalty-free right to market the Products in the Territory using the AetherPod brand, owned by Aether, and the approved “Powered by Virtual Grid” designation. Aether may use Virtual Grid’s name, marks and approved product descriptions solely in connection with the marketing, sale, deployment, support and operation of the Products. Any use of the “Powered by Virtual Grid” designation shall be subject to reasonable brand guidelines provided in writing by Virtual Grid.
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5.2 Marketing Approval. Virtual Grid may require changes to Aether marketing materials where reasonably necessary to address a material product-integrity, safety, regulatory, export-control, cybersecurity, intellectual-property, brand, reputational, factual-accuracy or legal concern. Virtual Grid shall use commercially reasonable efforts to approve or reject submitted materials within ten (10) Business Days after receipt. If Virtual Grid does not respond within such period, the submitted materials shall be deemed approved.
5.3 End-Customer Contracts. Aether is responsible for customer contracting in the Territory. Each customer contract shall preserve Virtual Grid’s ownership rights, prohibit reverse engineering and misuse, and include compliance covenants no less protective than those in this Agreement. Aether may offer its own commercial terms, service levels, credits, warranties and remedies to end customers, provided that Aether does not purport to bind Virtual Grid to obligations exceeding Virtual Grid’s express obligations under this Agreement, the FOMA Agreement or an Accepted Purchase Order. Aether shall be solely responsible for, and shall indemnify Virtual Grid against, all customer commitments, credits, warranties, service levels, remedies, penalties, service obligations or other terms that exceed or differ from Virtual Grid’s express obligations under this Agreement, the FOMA Agreement or the applicable Accepted Purchase Order.
6. Support; Territory Responsibilities
6.1 Support model. Aether shall provide first-line customer relationship management, local customer interface, site coordination and local deployment support. Virtual Grid shall provide all second-line and third-line technical support, remote implementation assistance, firmware and software updates, cybersecurity patches, warranty support, engineering escalation and other technical support reasonably necessary for the Products and FOMA to operate in accordance with the agreed specifications.
6.1A Support Levels. To the extent expressly stated and priced in an Accepted Purchase Order, support schedule or FOMA Agreement, Virtual Grid shall provide support in accordance with the following minimum standards:
(a) Severity 1: complete outage, material safety issue, critical cybersecurity incident or failure materially preventing operation of a deployed Product or FOMA. Response within two (2) Business Hours, continuous efforts until workaround or restoration, and commercially reasonable restoration within one (1) Business Day.
(b) Severity 2: material degradation of Product or FOMA performance without complete outage. Response within four (4) Business Hours and commercially reasonable resolution within five (5) Business Days.
(c) Severity 3: non-critical error or defect. Response within one (1) Business Day and resolution within ten (10) Business Days.
(d) Severity 4: minor issue, enhancement request or documentation matter. Response within two (2) Business Days and resolution in the next commercially reasonable release cycle.
Support obligations exclude issues caused by Aether, an end customer, site conditions, local infrastructure, third-party hardware/software, misuse, unauthorized modifications, failure to follow documentation, force majeure or matters outside Virtual Grid’s reasonable control.
Repeated failure to meet these support standards shall constitute a material operational failure for purposes of Section 10.1(c) only if the failures are material, within Virtual Grid’s reasonable control, not caused by Aether or an end customer, and remain uncured after notice.
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6.2 Training. Virtual Grid will provide reasonable remote training to Aether personnel designated by Aether. Aether is responsible for ensuring that its personnel, representatives and contractors are trained, supervised and compliant with Virtual Grid’s current instructions.
6.3 Territory compliance. Aether shall be responsible for local sales, marketing, customer contracting, local permits, importation, local tax compliance and site-specific deployment obligations in the Territory. Virtual Grid shall be responsible for all Product-level matters, including product safety, product specifications, export classification, country of-origin information, export licensing within its control, firmware and software integrity, cybersecurity patches, intellectual-property rights, technical documentation, conformity with agreed specifications and the legality of Virtual Grid’s supply of the Products and FOMA to Aether.
6.4 FOMA Continuity and Cross-Default. The FOMA Agreement is incorporated into this Agreement solely for purposes of the Products and Territory. Virtual Grid shall not terminate, suspend, materially restrict or impair FOMA access in a manner inconsistent with Sections 6, 8, 9 or 10 of this Agreement. Only an uncured material breach, termination or suspension by Virtual Grid under the FOMA Agreement that materially impairs Aether’s ability to support then-deployed Products for Approved End Customers shall constitute a material breach of this Agreement for purposes of Section 10.1.
7. Intellectual Property and Confidentiality
7.1 Ownership. Virtual Grid owns and retains all right, title and interest in and to the Products, FOMA, software, firmware, documentation, tooling, designs, inventions, improvements, feedback, know-how, data models, specifications and related intellectual property. Any goodwill arising from use of Virtual Grid technology inures to Virtual Grid, except goodwill solely attributable to Aether’s house marks.
For clarity, Virtual Grid’s ownership rights do not include Aether Developed Materials, customer data, customer workloads, customer usage data, pricing, commercial analytics, deployment methodologies, customer-facing integrations, dashboards, interfaces, documentation, market intelligence or other materials independently developed by or for Aether that do not incorporate, disclose, derive from or depend upon Virtual Grid’s proprietary technology or Confidential Information.
7.2 Feedback. Aether may provide suggestions or feedback regarding the Products or FOMA. To the extent Aether voluntarily provides such feedback, Aether grants Virtual Grid a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use, exploit and incorporate that feedback for any purpose, without restriction or accounting, provided Virtual Grid does not disclose Aether’s Confidential Information or customer-specific confidential information. For clarity, “feedback” does not include Aether Developed Materials, customer data, customer workloads, deployment data, pricing, commercial information, market intelligence, customer-specific information or any information subject to confidentiality obligations owed by Aether to a customer or third party.
7.3 Confidentiality. Each party will protect the other party’s confidential information using at least reasonable care and may use such confidential information only to perform or exercise rights under this Agreement. Aether will treat all Product, FOMA, pricing, Quote, supplier, security, customer approval, technical, roadmap, support, warranty, operational and order-specific information as Virtual Grid confidential information. Confidential information excludes information that is publicly available without breach, independently developed without use of the disclosing party’s confidential information, rightfully received from a third party without restriction, or approved for release in writing by the disclosing party.
7.4 Injunctive relief. Each Party acknowledges that a breach of Sections 2.2, 2.4, 5, 7 or 8 may cause irreparable harm for which damages may be an inadequate remedy. Accordingly, either Party may seek injunctive relief, specific performance or other equitable remedies, without the requirement to post bond, in addition to any other remedies available at law or in equity.
8. Compliance; Suspension
8.1 Compliance covenants. Aether will comply with all applicable anti-corruption, sanctions, export-control, anti-money-laundering, forced-labour, data privacy, cybersecurity, import, tax and local regulatory laws. Aether may not make facilitation payments or improper payments or engage sanctioned, corrupt or prohibited intermediaries.
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8.2 Suspension right. Virtual Grid may suspend any affected shipment, Product, FOMA service, deployment, branding right, support obligation, exclusivity right or other activity to the extent reasonably necessary to address an actual, suspected or potential legal, sanctions, export-control, anti-corruption, cybersecurity, safety, IP misuse, confidentiality, non-payment, customer misuse, product-integrity or material business risk.
Except where immediate suspension is required to prevent an imminent legal, safety, cybersecurity, IP, confidentiality or product-integrity harm, Virtual Grid shall provide Aether with at least five (5) Business Days’ prior written notice describing the basis, scope and anticipated duration of the suspension and shall provide Aether a reasonable opportunity to cure or mitigate the issue where practicable.
9. Warranties; Indemnities; Liability
9.1 Virtual Grid Warranties. Virtual Grid represents and warrants that:
(a) each Product shall conform in all respects to the specifications, documentation, Accepted Purchase Order and Site Acceptance Test requirements;
(b) each Product shall be free from defects in design, materials and workmanship during the warranty period stated in the applicable Accepted Purchase Order or, if no period is stated, Virtual Grid’s then-current standard limited warranty for that Product;
(c) FOMA and all related software and firmware shall perform in accordance with their applicable documentation and shall not contain malware, backdoors, disabling devices or malicious code introduced by Virtual Grid;
(d) Virtual Grid owns or has all rights necessary to supply the Products, FOMA, documentation and related technology to Aether and its customers;
(e) the Products, FOMA and related technology do not infringe, misappropriate or otherwise violate any third-party intellectual-property right;
(f) Virtual Grid shall comply with applicable laws relating to product safety, export controls, sanctions, data security and cybersecurity to the extent applicable to the Products, FOMA and Virtual Grid’s performance under this Agreement.
The warranties in this Section do not apply to defects, failures or claims caused by Aether, a Permitted Aether Designee, an end customer, unauthorized modification, misuse, failure to follow documentation, site conditions, local infrastructure, third-party equipment or software, power/network failures, force majeure, or use outside the applicable specifications or Accepted Purchase Order.
9.2 Warranty Remedies. If any Product, FOMA component or service fails to comply with Section 9.1, Aether may require Virtual Grid to repair, replace, reperform, modify or otherwise cure the applicable failure within thirty (30) days after notice.
If Virtual Grid fails to cure within such period, Aether may elect to receive a refund, credit, replacement or substitute performance as its sole and exclusive remedy for breach of warranty, except for claims involving fraud, wilful misconduct, personal injury, third-party IP infringement and indemnified third-party product liability claims.
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9.3 Virtual Grid Indemnity. Virtual Grid shall defend, indemnify and hold harmless Aether, its Affiliates, Permitted Aether Designees, customers and their respective directors, officers, employees and representatives from and against all losses, liabilities, damages, costs and expenses arising out of or relating to third-party claims for:
(a) any breach of Virtual Grid’s representations, warranties or obligations under this Agreement;
(b) any allegation that a Product, FOMA component, software, firmware, documentation or other technology supplied by Virtual Grid infringes, misappropriates or violates a third-party intellectual-property right;
(c) product defects, personal injury, death or property damage caused by a Product, FOMA component or Virtual Grid’s acts or omissions;
(d) any cybersecurity incident, malware, data-security failure or unauthorized access attributable to the Products, FOMA or Virtual Grid’s systems;
(e) any breach of applicable product safety, export-control, sanctions or other laws by Virtual Grid; and
(f) Virtual Grid’s negligence, gross negligence, wilful misconduct or fraud.
9.4 Aether Indemnity. Aether shall defend, indemnify and hold harmless Virtual Grid and its representatives to the extent a third-party claim arises directly or indirectly from:
| (a) | Aether’s material breach of this Agreement; | |
| (b) | Aether’s unauthorized modification of a Product or FOMA component; | |
| (c) | Aether’s marketing claims, customer contracts, service levels, credits, warranties, remedies, penalties or customer commitments that exceed or differ from Virtual Grid’s express obligations under this Agreement, the FOMA Agreement or an Accepted Purchase Order; | |
| (d) | Aether’s negligence, wilful misconduct or violation of applicable law; | |
| (e) | acts or omissions of Aether’s Affiliates, Permitted Aether Designees, resellers, subcontractors, financing sources, end customers or local deployment partners; or | |
| (f) | local site work, site readiness, permits, importation, local regulatory obligations, taxes, customs, duties, misuse, failure to follow documentation or obligations outside Virtual Grid’s express responsibilities. |
Aether shall have no indemnity obligation to the extent a claim is finally determined to have been caused by Product defects, FOMA, Virtual Grid technology, Virtual Grid’s breach, Virtual Grid’s negligence, Virtual Grid’s failure to comply with law or any matter for which Virtual Grid is required to indemnify Aether under Section 9.3.
9.5 Indemnification Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, provided that a delay in notice shall relieve the indemnifying Party only to the extent materially prejudiced. The indemnifying Party may control the defence of the claim using counsel reasonably acceptable to the indemnified Party; provided that the indemnifying Party may not settle any claim in a manner that admits liability by, imposes non-monetary obligations on, or materially affects the rights of the indemnified Party without the indemnified Party’s prior written consent.
9.6 Limitation. Except for Excluded Claims, neither Party shall be liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, including lost profits or lost revenue.
For purposes of this Section, “Excluded Claims” means claims arising from: fraud, wilful misconduct, breach of confidentiality, misuse of the other Party’s intellectual property or Confidential Information, Aether’s payment obligations, or third-party claims for death, personal injury or tangible property damage to the extent caused by a Party’s negligence or wilful misconduct.
Each Party’s aggregate liability for all claims other than Excluded Claims shall not exceed the greater of: (a) C$2,000,000; and (b) two (2) times the aggregate amounts paid or payable by Aether under this Agreement and Accepted Purchase Orders during the preceding twelve (12) months.
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Liability for third-party IP infringement, data-security incidents and product liability claims shall be subject to a separate aggregate cap equal to the greater of: (a) C$5,000,000; and (b) the proceeds actually available under the applicable insurance policies. Nothing in this Section limits Aether’s obligation to pay amounts due under this Agreement or any Accepted Purchase Order.
9.7 Insurance. Virtual Grid shall maintain following execution of the first Approved Purchase Order and throughout the remainder of the Term: (a) commercial general and product liability insurance of not less than C$5,000,000 per occurrence; and (b) technology errors and omissions and cyber liability insurance of not less than C$2,000,000 per claim. Aether Compute, its Affiliates and Permitted Aether Designees shall be named as additional insureds under the commercial general and product liability policy to the extent of claims arising from the Products, FOMA or Virtual Grid’s performance under this Agreement. Aether shall maintain following execution of the first Approved Purchase Order and throughout the remainder of the Term commercial general liability, technology errors and omissions/cyber and other insurance appropriate for its customer-facing, local deployment, integration, marketing and support obligations, with limits no less than those maintained by Virtual Grid. Each Party shall provide certificates of insurance upon the other Party’s reasonable written request.
10. Termination; Transition; Survival
10.1 Termination by Aether Compute for Cause. Aether Compute may terminate this Agreement, in whole or in part, upon written notice to Virtual Grid if:(a) Virtual Grid materially breaches this Agreement, the FOMA Agreement, any accepted purchase order or any other agreement between the Parties relating to the Products, FOMA or the Territory, and fails to cure such breach within one hundred twenty (120) days after receiving written notice from Aether Compute describing the breach in reasonable detail; provided that, if the breach is capable of cure and Virtual Grid has commenced and is diligently pursuing cure, Aether Compute shall not terminate during such cure period;
| (a) | Virtual Grid fails to deliver Products in accordance with an accepted purchase order, fails to meet agreed specifications, fails to complete required commissioning or acceptance testing, or fails to provide required FOMA access, support or service levels, and does not cure such failure within thirty (30) days after receiving written notice from Aether Compute; | |
| (b) | Virtual Grid fails, on two or more occasions in any rolling twelve (12)-month period, to meet a material delivery date, support obligation, warranty obligation, service-level commitment or other material operational obligation, but only if such failures are material, within Virtual Grid’s reasonable control, not caused by Aether or an end customer, and remain uncured after notice; | |
| (c) | Virtual Grid breaches Aether Compute’s exclusivity rights, circumvents Aether Compute with respect to an Aether-originated opportunity or customer, appoints another distributor, reseller, channel partner or white-label partner in the Territory other than as expressly permitted under this Agreement, or directly or indirectly markets, sells, licenses, supplies or supports Products in the Territory other than through Aether Compute, and fails to cure such breach within ten (10) Business Days after notice; | |
| (d) | Virtual Grid materially breaches any representation, warranty, covenant or obligation relating to product safety, intellectual property ownership, non-infringement, export classification, sanctions compliance, cybersecurity, confidentiality, data protection or regulatory compliance, and such breach is not cured within thirty (30) days after notice or is incapable of cure; | |
| (e) | any Product, FOMA component, firmware, software, documentation or other technology supplied by Virtual Grid infringes, misappropriates or is alleged in a bona fide written claim to infringe or misappropriate any third-party intellectual property right, and Virtual Grid does not, within thirty (30) days after notice, procure for Aether Compute and its customers the continued right to use the affected Product or FOMA component, replace or modify the affected Product or FOMA component so that it becomes non-infringing without material diminution in functionality, or otherwise provide a commercially reasonable remedy acceptable to Aether Compute; | |
| (f) | Virtual Grid becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a proceeding in bankruptcy, insolvency, restructuring, receivership, liquidation or similar proceeding that is not dismissed within sixty (60) days, ceases or threatens to cease carrying on business in the ordinary course, or is otherwise unable to perform its material obligations under this Agreement, in each case to the extent termination is permitted by applicable law; |
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| (g) | Virtual Grid undergoes a change of control in which a direct competitor of Aether Compute or Aether Holdings, Inc. acquires control of Virtual Grid, and such change of control is reasonably likely to materially impair Aether Compute’s rights, customer relationships, confidential information, exclusivity or ability to commercialize the Products in the Territory; or | |
| (h) | Virtual Grid repeatedly suspends shipments, support, FOMA access, branding rights or exclusivity in circumstances not permitted by this Agreement or applicable law. |
10.2 Termination by Aether Compute for Convenience. After the second anniversary of the Effective Date, Aether Compute may terminate this Agreement for convenience upon not less than ninety (90) days’ prior written notice to Virtual Grid. Aether Compute shall have no obligation to pay any termination fee, lost-profit amount, unearned minimum commitment, future purchase amount or other compensation in connection with a termination for convenience, except that Aether Compute shall pay all undisputed amounts due, all amounts due under Accepted Purchase Orders, all non-cancellable costs, all reserved capacity fees, all inventory/procurement costs and any termination or cancellation charges set forth in the applicable Quote, Accepted Purchase Order, Change Order or capacity reservation agreement.
10.3 Termination by Virtual Grid for Cause. Virtual Grid may terminate this Agreement, or convert Aether’s rights to non-exclusive in whole or by Product or country, upon written notice to Aether Compute if:
| (a) | Aether Compute materially breaches this Agreement and fails to cure such breach within sixty (60) days after receiving written notice describing the breach in reasonable detail; | |
| (b) | Aether Compute fails to pay an undisputed amount due under an Accepted Purchase Order and fails to cure such non-payment within thirty (30) days after receiving written notice; provided that Virtual Grid may not terminate this Agreement if Aether Compute is disputing such amount in good faith and is working diligently to resolve the dispute; | |
| (c) | Aether Compute materially breaches Section 2.4, Section 7 or Section 8.1, misuses Virtual Grid intellectual property or Confidential Information, uses Virtual Grid marks or materials with an alternative product, or creates an actual, suspected or potential risk of violation of applicable sanctions, export-control, anti-corruption or other applicable law, and such breach is incapable of cure or is not cured within fifteen (15) Business Days after notice; | |
| (d) | Aether Compute becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a proceeding in bankruptcy, insolvency, restructuring, receivership, liquidation or similar proceeding that is not dismissed within sixty (60) days, or ceases carrying on business in the ordinary course, in each case to the extent termination is permitted by applicable law; or | |
| (e) | Aether Compute fails to satisfy any commercial launch, minimum performance, deposit, credit-support, capacity-reservation, production-release or other condition set forth in this Agreement, the Commercial Schedule, a Quote, an Accepted Purchase Order, a Change Order or a capacity reservation agreement, and such failure is not cured within thirty (30) days after notice. |
For clarity, except as provided in Sections 3.4, 4, 8.2, 10.3 or any Quote, Accepted Purchase Order, Change Order or capacity reservation agreement, Virtual Grid may not terminate this Agreement solely because of: (i) a decline in Aether Compute’s sales volume, pipeline, financing availability or projected purchases; (ii) any customer delay, permit delay, site-readiness delay, regulatory delay, force majeure event or other matter outside Aether Compute’s reasonable control; or (iii) any breach that is caused by Virtual Grid’s own act, omission, delay, Product failure, capacity limitation, support failure or breach of this Agreement.
10.4 Suspension; Limited Remedy. Notwithstanding anything to the contrary in Section 8.2, this Section 10.4 governs Virtual Grid’s suspension rights. Virtual Grid may suspend the affected Product shipment, FOMA access, branding right, customer deployment, support obligation, exclusivity right or other affected activity to the extent reasonably necessary to address an actual, suspected or potential legal, sanctions, export-control, anti-corruption, cybersecurity, safety, IP misuse, confidentiality, non-payment, customer misuse, product-integrity or material business risk. Virtual Grid shall provide prompt written notice describing the basis, scope and expected duration of the suspension and shall use commercially reasonable efforts to minimize disruption to Aether Compute and its customers where practicable. A suspension shall not excuse Virtual Grid from its obligations unrelated to the affected activity, except where the unaffected obligations cannot reasonably be performed without giving rise to the risk being addressed.
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10.5 Existing Customer Commitments; Wind-Down Rights. Upon expiration or termination of this Agreement for any reason:
| (a) | “Existing Customer Commitments” means only written customer contracts, purchase orders, deployments, subscriptions, support commitments, warranties, renewals and other obligations entered into by Aether Compute or any Permitted Aether Designee before the effective date of expiration or termination that were approved by Virtual Grid in writing and are supported by Accepted Purchase Orders or support commitments from Virtual Grid. | |
| (b) | “Wind-Down Period” means the period beginning on the effective date of expiration or termination and continuing for the shorter of twelve (12) months after termination and the remaining non-renewal term of each approved Existing Customer Commitment in effect on such date, unless a different period is expressly stated in an Accepted Purchase Order. | |
| (c) | During the Wind-Down Period, Virtual Grid shall continue to provide the Products, spare parts, FOMA access, firmware and software updates, technical support, warranty support, replacement parts, documentation, training and other services reasonably necessary for Aether Compute to perform approved Existing Customer Commitments, subject to payment in advance where reasonably requested by Virtual Grid, continued compliance by Aether and its customers, availability of parts, applicable law and Virtual Grid’s then-current support terms and pricing. | |
| (d) | Aether Compute and its Permitted Aether Designees may continue to use the AetherPod name, the approved “Powered by Virtual Grid” designation, the Products, FOMA, documentation and related materials solely to support, operate, maintain, renew, transition or wind down Existing Customer Commitments during the Wind-Down Period. | |
| (e) | Virtual Grid shall not directly or indirectly solicit, market to, quote, contract with, sell to, license to or otherwise pursue any Aether-originated customer or prospect during the Wind-Down Period and for twelve (12) months thereafter, except with Aether Compute’s prior written consent, where required to perform support obligations under this Section 10.5, or where Aether has materially breached this Agreement. | |
| (f) | If Virtual Grid terminates this Agreement for cause, Aether Compute shall remain entitled to the rights in this Section 10.5 only with respect to approved Existing Customer Commitments, provided that Aether Compute continues to pay undisputed amounts due for Products and services actually provided during the Wind-Down Period and continues to comply with this Agreement. Virtual Grid shall have no obligation to supply new Products, accept new purchase orders, support unapproved renewals or perform wind-down obligations following termination for Aether’s non-payment, breach of confidentiality, IP misuse, sanctions/export-control breach, unauthorized modification or other material uncured breach, except to the extent required by law or separately agreed in writing. |
10.6 Open Purchase Orders; Deposits; Inventory.
| (a) | If this Agreement is terminated by Aether under Section 10.1 or expires other than as a result of Aether’s material uncured breach, Aether may elect, with respect to each Accepted Purchase Order outstanding as of the effective date of termination, to: (i) require continued performance; or (ii) cancel the purchase order subject to any cancellation charges, non-cancellable costs, inventory, work-in-process, restocking, supplier cancellation fees, reserved capacity charges and other amounts stated in the applicable Quote, Accepted Purchase Order or Change Order, except that no cancellation charge shall apply to the extent the cancellation is caused by Virtual Grid’s uncured material breach. |
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If Aether terminates this Agreement for convenience under Section 10.2, Aether may cancel an Accepted Purchase Order only upon payment of all amounts stated in the applicable Quote, Accepted Purchase Order or Change Order, including non-cancellable costs, allocated internal costs, work-in-process, inventory, restocking, supplier cancellation fees, reserved capacity charges and agreed cancellation charges.
| (b) | If this Agreement is terminated by Aether Compute under Section 10.1 due to Virtual Grid’s uncured material breach, Virtual Grid shall, within ten (10) Business Days after termination, refund deposits, prepaid amounts and other amounts paid by Aether Compute for Products, FOMA services, support, spare parts or other deliverables not delivered and accepted by Aether Compute as of the termination date, less non-refundable amounts and non-cancellable costs permitted under the applicable Quote, Accepted Purchase Order or Change Order. | |
| (c) | Virtual Grid shall provide Aether Compute a commercially reasonable opportunity to purchase remaining inventory, spare parts, replacement units and support materials reasonably required for approved Existing Customer Commitments, at Virtual Grid’s then-current price charged to similarly situated customers, subject to availability and payment in advance where reasonably requested by Virtual Grid. | |
| (d) | Virtual Grid shall not accelerate any payment obligation except for undisputed amounts due and payable for Products or services actually delivered and accepted by Aether Compute before the effective date of termination. |
10.7 Data, Documentation and Transition Assistance. Upon expiration or termination, Virtual Grid shall promptly provide Aether Compute with all reasonably necessary deployment records, configuration information, operating manuals, maintenance records, support tickets, product serial numbers, warranty information, FOMA-related customer configuration data, security advisories, update history and other information reasonably necessary for Aether Compute to continue servicing approved Existing Customer Commitments. Transition materials shall exclude source code, proprietary tools, internal security materials, non-public architecture, supplier information, Product roadmaps, trade secrets and other Virtual Grid Confidential Information not reasonably necessary for Aether to service approved Existing Customer Commitments. Virtual Grid shall provide up to forty (40) hours of reasonable transition assistance without additional charge and additional transition assistance at Virtual Grid’s then-current rates.
10.8 No Waiver of Remedies. Expiration or termination of this Agreement shall not limit either Party’s right to recover damages, seek specific performance, obtain injunctive relief or pursue any other remedy available at law or in equity in respect of any breach occurring before expiration or termination or any breach of an express surviving obligation.
10.9 Survival. The following provisions survive expiration or termination of this Agreement: Sections 2.2, 2.4, 5.3, 7, 8, 9, 10.5, 10.6, 10.7, 10.8, 11, 12 and 13, together with all accrued payment obligations, indemnities, confidentiality obligations, customer-protection obligations, data rights, warranty obligations and rights that by their nature are intended to survive.
11. Notices
Notices must be in writing and delivered by personal delivery, courier or email with confirmation to the addresses last provided by the receiving party. Notices to Virtual Grid must include a copy to the attention of its Chief Operating Officer. Notices to Aether must include a copy to the attention of its Chief Executive Officer.
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12. Governing Law and Forum
12.1 New York law. This Agreement and any dispute arising out of or relating to it are governed by the laws of New York , without regard to conflict-of-law rules. Corporate authorization and the validity of securities issued by a party are governed by the corporate law of that party’s jurisdiction of incorporation.
12.2 New York Forum. The courts sitting in New York, New York have exclusive jurisdiction over disputes arising out of or relating to this Agreement, except that either Party may seek temporary, preliminary or permanent injunctive relief or other equitable relief in any court of competent jurisdiction.
13. General
13.1 Assignment. Aether Compute may assign, novate or transfer this Agreement, in whole or in part, without Virtual Grid’s consent, to (a) Aether Holdings, Inc., (b) a creditworthy Affiliate of Aether Compute, or (c) any successor in connection with a merger, reorganization, sale of assets or sale of equity interests involving Aether Compute or Aether Holdings, Inc.; provided that the assignee agrees in writing to assume all applicable obligations under this Agreement and Aether Compute and Aether Holdings, Inc., to the extent it has provided credit support or a guaranty, remain liable unless Virtual Grid expressly releases them in writing. Any project special-purpose vehicle or Permitted Aether Designee may receive benefits or perform obligations only as Aether’s subcontractor or contracting vehicle, and not as an assignee of this Agreement, unless Virtual Grid consents in writing.
Virtual Grid may not assign, transfer or delegate this Agreement, or any material obligation under this Agreement, without Aether Compute’s prior written consent, except to a successor acquiring all or substantially all of Virtual Grid’s business or assets relating to the Products, provided that such successor assumes this Agreement and all obligations owed to Aether Compute in writing.
13.2 Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary relationship or employment relationship.
13.3 Entire Agreement; Order of Precedence. This Agreement, the FOMA Agreement, the Commercial Schedule, Quotes, Accepted Purchase Orders and Change Orders constitute the entire agreement of the Parties on their subject matter and supersede prior non-binding terms on that subject matter. Amendments must be in writing signed by the Parties. In the event of a conflict: (a) this Agreement controls with respect to legal terms, exclusivity, customer ownership, customer non-circumvention, confidentiality, intellectual property, warranties, indemnities, liability limitations, termination, transition, assignment and dispute resolution; (b) the FOMA Agreement controls with respect to FOMA licence scope, access rights, use restrictions, security, data processing, FOMA support and FOMA-specific technical obligations, except to the extent this Agreement expressly states that it overrides a specifically identified FOMA Agreement provision; and (c) an Accepted Purchase Order or Change Order controls with respect to the applicable order-specific commercial terms, including Product configuration, quantity, price, currency, deposits, milestone payments, capacity reservation, lead times, delivery terms, title and risk of loss, acceptance testing, warranty period, support package, support fees, FOMA fees, cancellation charges and customer/site obligations. No purchase order, invoice, acknowledgement, order form, portal term or similar document may amend this Agreement or the FOMA Agreement unless it expressly identifies the provision being amended and is signed by authorized representatives of both Parties.
13.4 Counterparts and electronic signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.
13.5 No Parent Liability. Aether Holdings, Inc. is not a party to this Agreement and shall not have any liability or obligation arising under or in connection with this Agreement, including any purchase obligation, indemnity, warranty, compliance obligation, customer claim, payment obligation or termination liability, except to the extent Aether Holdings, Inc. expressly agrees in a separate written instrument signed by Aether Holdings, Inc.
[Signature Page Follows]
| Virtual Grid Inc. / Aether Compute LLC | Page 17 |
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| VIRTUAL GRID INC. | AETHER COMPUTE LLC | |||
| By: | /s/ John Hawes | By: | /s/ Nicolas Lin | |
| Name: | John Hawes | Name: | Nicolas Lin | |
| Title: | COO | Title: | Chairman and CEO | |
| Virtual Grid Inc. / Aether Compute LLC | Page 18 |
SCHEDULE 1
COMMERCIAL FRAMEWORK / ORDER PROCESS
| Virtual Grid Inc. / Aether Compute LLC | Page 19 |
SCHEDULE 2
RESERVED ACCOUNTS
| Virtual Grid Inc. / Aether Compute LLC | Page 20 |
Exhibit 10.2
LICENSE AND SUPPORT AGREEMENT
between
VIRTUAL GRID INC. (“Virtual Grid”)
And
AETHER COMPUTE LLC. (“Aether”)
Dated as of July 17, 2026
| FOMA License and Support Agreement |
RECITALS
A. Virtual Grid owns and controls FOMA, the Fleet Orchestration Management Application used to manage and orchestrate authorized compute and energy pod deployments.
B. Aether wishes to use, demonstrate, market and sublicense object code access to FOMA solely in the Territory and solely in connection with Products and approved end-customer deployments.
C. The parties intend this agreement (the “Agreement”) to preserve Virtual Grid’s ownership, source code, development, data model, know how, security and commercialization rights except for the limited license expressly granted.
1. Definitions
“Authorized Deployment” means a deployment of Products to an Approved End Customer (as such term is defined in the Supply Agreement) in the Territory that has been approved under the Supply Agreement and for which all required end-user terms, permits, compliance approvals and sublicense records are in place.
“End User” means an Approved End Customer and its authorized personnel permitted to access FOMA solely for an Authorized Deployment.
“FOMA” means Virtual Grid’s Fleet Orchestration Management Application, including hosted interfaces, dashboards, APIs, connectors, object code, documentation, configuration files, telemetry tools, updates, patches and related support materials provided by Virtual Grid.
“Gross Compute Revenue” means all amounts invoiced, received or receivable by Aether, its Affiliates, resellers, integrators or customers from or in connection with compute capacity, AI processing, orchestration, hosting, managed services, capacity reservations, uptime, data processing, FOMA-enabled services or any other monetization of Products or FOMA, before deductions, credits, rebates, chargebacks, financing costs, affiliate margins, commissions, bad debts or set-offs, excluding only taxes separately stated and remitted and customer refunds actually paid in arm’s-length transactions.
“License Term” means the period during which Aether is entitled to use and sublicense FOMA under this Agreement, subject to performance conditions, suspension rights and termination.
“Products” means AetherPod VG100, which is white-labelled by Aether from Virtual Grid, or any successor Product agreed to in writing between the parties.
“Royalty” means (a) for each Aether Direct Deployment, six percent (6%) of Direct Gross Compute Revenue; and (b) for each Operator Deployment, the Virtual Grid Operator Share..
“Support Fee” means an amount equal to twenty percent (20%) of the Royalty for the applicable period.
“Supply Agreement” means the Exclusive White Label Supply and Distribution Agreement of even date herewith between the parties.
“Territory” means Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam.
2. License Grant
2.1 Grant. Subject to Aether completing the strategic investment, paying all amounts due, complying with the Supply Agreement and this Agreement, and satisfying the performance conditions, Virtual Grid grants Aether a limited, exclusive, non-transferable, non-assignable, revocable license during the License Term to use, demonstrate, market and sublicense object-code access to FOMA solely in the Territory, solely in connection with Products supplied by Virtual Grid, and solely for Authorized Deployments.
2.2 Exclusivity limits. The license is exclusive only in the Territory and only for Products and Authorized Deployments.
| FOMA License and Support Agreement |
2.3 No standalone rights. Aether may not use, sell, offer, bundle, sublicense, host, commercialize or exploit FOMA as a standalone software product or in connection with any product, compute asset, site, customer or deployment not approved by Virtual Grid.
2.4 No source code. No source code, object-code download not required for normal use, escrow, development environment, build tool, key material, private repository access, data model, model weights, training data, architecture diagram, technical transfer or work-made-for-hire arrangement is granted or implied.
3. Sublicensing and End-User Terms
3.1 Permitted sublicenses. Aether may sublicense access to FOMA only to End Users for Authorized Deployments in the Territory and only under end-user terms approved by Virtual Grid or meeting Virtual Grid’s published requirements.
3.2 Minimum end-user protections. Each end-user arrangement must prohibit reverse engineering, decompilation, disassembly, copying except for permitted use, security testing without authorization, benchmarking for competitive purposes, scraping, standalone use, transfer, resale and use outside the Authorized Deployment; preserve Virtual Grid ownership; include audit and security rights; impose export-control and sanctions restrictions; and permit termination upon breach.
3.3 Sublicense records. Aether will maintain complete records of End Users, deployments, locations, sublicense terms, revenues, support tickets, security incidents and compliance approvals and will provide copies to Virtual Grid on request.
4. Fees; Reporting; Audit
4.1 Direct Deployment Royalty. For each Aether Direct Deployment, Aether will pay Virtual Grid a quarterly Royalty equal to six percent (6%) of Direct Gross Compute Revenue for the applicable calendar quarter. This Section 4.1 applies to all use of FOMA by Aether or any of its Affiliates in connection with Products owned, leased, operated, controlled or monetized by Aether or any of its Affiliates, including any Aether-operated Products marketed as Aether Pods, whether the applicable commercial arrangement is structured as a compute purchase agreement, hosting agreement, managed services agreement, capacity reservation, access agreement, services agreement or otherwise.
4.2 Operator Sublicense Royalty Split. For each Operator Deployment, Aether will pay Virtual Grid the Virtual Grid Operator Share for the applicable calendar quarter. The parties acknowledge that an Operator Deployment is commercially distinct from an Aether Direct Deployment because Aether is sublicensing FOMA to an End User and the End User, rather than Aether, is contracting with Compute Buyers for the underlying compute revenue. Accordingly, for Operator Deployments only, Virtual Grid’s Royalty will be calculated by reference to the Operator Royalty Pool and not as a separate six percent (6%) royalty on all Operator Gross Compute Revenue.
For clarity, if the Operator Royalty Pool for an Operator Deployment is six percent (6%) of Operator Gross Compute Revenue, Aether will retain fifty percent (50%) of that gross royalty pool and Virtual Grid will receive fifty percent (50%) of that gross royalty pool, resulting in an effective three percent (3%) share of Operator Gross Compute Revenue for each party. If Aether charges or is entitled to receive more than six percent (6%) of Operator Gross Compute Revenue from the End User, Virtual Grid will share equally in the entire gross amount charged or receivable by Aether. If Aether charges, discounts, waives, settles or agrees to accept less than six percent (6%) of Operator Gross Compute Revenue without Virtual Grid’s prior written approval, the Virtual Grid Operator Share will be calculated as if the Operator Royalty Pool were six percent (6%) of Operator Gross Compute Revenue.
This Section 4.2 is an exception only for Operator Deployments. It does not apply to any Aether Direct Deployment, including any use of FOMA by Aether or any of its Affiliates for their own Products, Aether-operated Products, Aether Pods, hosted compute services, managed services, capacity sales or other direct monetization activities. Any deployment that includes both an Aether Direct Deployment component and an Operator Deployment component will be reported and paid separately, without double counting, with the Aether Direct Deployment component subject to Section 4.1 and the Operator Deployment component subject to this Section 4.2.
| FOMA License and Support Agreement |
4.3 Support Fee. For Aether Direct Deployments, Aether will pay Virtual Grid a quarterly Support Fee equal to twenty percent (20%) of the Royalty payable under Section 4.1 for the applicable calendar quarter. For Operator Deployments, the Virtual Grid Operator Share is inclusive of ordinary FOMA support described in this Agreement, and no additional Support Fee will apply unless Virtual Grid agrees in writing to provide direct implementation, customer-specific development, on-site support, enhanced service levels or other support outside the ordinary support scope, in which case the parties will document the applicable fees in a statement of work or other written agreement.
4.4 Reports and payment. Within 20 days after the end of each calendar quarter, Aether will deliver a royalty report in reasonable detail by customer, deployment, product, country, invoice, revenue category, currency and calculation methodology, and will pay the Royalty and Support Fee in immediately available funds without set-off or withholding, except withholding required by law and properly documented.
4.5 Currency. Reports must state original transaction currency and U.S. dollar equivalent. Unless Virtual Grid requests Canadian dollars, payments will be made in U.S. dollars using a recognized exchange rate consistently applied.
4.6 Audit. Virtual Grid may audit Aether’s relevant books and systems on reasonable notice up to twice per year and after any suspected underpayment or compliance issue. If an audit shows an underpayment of more than five percent for any period, Aether will promptly pay the deficiency, interest at 1.5% per month, and Virtual Grid’s reasonable audit costs.
4.7 Operator Deployment Reporting. For each Operator Deployment, Aether will require the applicable End User to maintain complete and accurate books and records sufficient to verify Operator Gross Compute Revenue, Operator Sublicense Revenue and the Operator Royalty Pool. Aether will include in each End User sublicense and related customer agreement audit, reporting and information rights sufficient to permit Aether and, on request, Virtual Grid to verify all amounts relevant to the calculation of the Virtual Grid Operator Share. Aether’s quarterly royalty report will identify each Operator Deployment separately and include, for each deployment, the End User, location, reporting period, Operator Gross Compute Revenue, Operator Sublicense Revenue, Operator Royalty Pool, Virtual Grid Operator Share, currency conversion methodology and any approved deviation from the default six percent (6%) Operator Royalty Pool.
4.8 No Avoidance; Bundling. Aether will not structure, bundle, discount, waive, defer, reclassify or allocate amounts in a manner intended to avoid or reduce amounts payable to Virtual Grid under this Agreement. Without limiting the foregoing, any amount that is economically attributable to the sublicense of FOMA, the right to use FOMA in an Operator Deployment, or the right to monetize compute capacity generated by Products using FOMA will be included in Operator Sublicense Revenue, regardless of whether described as a royalty, licence fee, platform fee, support fee, management fee, implementation fee, revenue share, minimum guarantee, shortfall payment, rebate, credit, services fee or other amount.
5. Support Services
5.1 Virtual Grid support. Virtual Grid will provide remote onboarding, implementation assistance, updates, bug fixes, maintenance and second-line or third-line escalation support for FOMA as described in Exhibit A, subject to Aether’s compliance, availability of required information, and the technical limits of the applicable deployment.
5.2 Aether first-line obligations. Aether will provide first-line customer support, local-language interface, customer triage, incident intake, local site coordination, customer communications, local compliance and local outage management. Aether will not commit Virtual Grid to service levels, credits or remedies not approved by Virtual Grid.
| FOMA License and Support Agreement |
5.3 Updates. Virtual Grid may modify, patch, update, suspend or replace FOMA features to address security, compliance, performance, product-roadmap, hosting, third-party dependency or legal issues. Aether will implement updates and customer communications reasonably required by Virtual Grid.
6. Data, Security and Privacy
6.1 Operational data. Virtual Grid may collect, process and use telemetry, diagnostic, performance, utilization, error, security and operational data relating to FOMA and Products to provide, secure, maintain, improve, bill for and enforce its rights in FOMA and Products.
6.2 Customer data. Aether is responsible for customer consents, local data protection compliance, data localization requirements, data-processing terms, privacy notices, customer security questionnaires and local regulatory filings associated with Territory customers, except to the extent Virtual Grid expressly accepts a specific obligation in writing.
6.3 Security incidents. Aether will notify Virtual Grid promptly of any actual or suspected security incident, unauthorized access, data loss, ransomware, malware, sanctions issue, export-control issue or misuse involving FOMA, Products or related systems, and will cooperate with Virtual Grid’s investigation and remediation instructions.
7. Restrictions; Ownership
7.1 Restrictions. Aether may not reverse engineer, decompile, disassemble, copy, modify, translate, create derivative works of, bypass controls for, disable license keys for, scrape, benchmark for competitive purposes, train models on, or otherwise analyze FOMA except to the limited extent expressly permitted in writing by Virtual Grid.
7.2 Ownership. Virtual Grid owns and retains all right, title and interest in and to FOMA, Products, software, firmware, documentation, APIs, interfaces, improvements, derivative works, configurations, data models, inventions, know-how, trade secrets and related intellectual property. No title or ownership interest transfers to Aether or any End User.
7.3 Aether feedback. Aether assigns to Virtual Grid all right, title and interest it may have in any FOMA-specific improvements, modifications, configurations, workflows, prompts, user-interface adjustments, deployment learnings or suggestions made by Aether or its representatives, and waives any claim to compensation.
8. Suspension and Termination
8.1 Suspension. Virtual Grid may suspend FOMA access, support, updates, sublicensing, integrations or exclusivity if Aether fails to pay amounts due, breaches use restrictions, violates compliance obligations, suffers a security incident, misses performance conditions, or if continued access may create legal, security, reputational or customer risk.
8.2 Termination for cause. Virtual Grid may terminate this Agreement if Aether materially breaches and fails to cure within 30 days, fails to pay when due, violates Sections 3, 6 or 7, loses rights under the Supply Agreement, becomes insolvent, challenges Virtual Grid intellectual property, or engages in conduct that could materially harm Virtual Grid.
8.3 Effect of termination. Upon termination, Aether’s license and sublicensing rights end; Aether will stop marketing FOMA, disable unauthorized access, cease new customer commitments, pay accrued amounts and follow Virtual Grid’s wind-down instructions. Virtual Grid may continue limited support only to the extent it expressly agrees in writing.
| FOMA License and Support Agreement |
9. Indemnity; Liability
9.1 Aether indemnity. Aether will defend, indemnify and hold harmless Virtual Grid and its representatives from claims arising from Aether’s customers, sublicenses, revenue reports, local compliance, data handling, cybersecurity, misuse, unauthorized modifications, support statements, unlawful use cases, channel partners, Prohibited Persons or breach of this Agreement.
9.2 Limitation. Virtual Grid is not liable for indirect, special, consequential, punitive or exemplary damages, lost profits, lost revenue, lost customers, lost data, business interruption, regulatory fines caused by Aether, or substitute services. Virtual Grid’s aggregate liability is capped at Royalty and Support Fee amounts paid to Virtual Grid during the 12 months before the claim, except for fraud or wilful misconduct.
10. Governing Law and General
10.1 British Columbia law and forum. This Agreement and any dispute arising out of or relating to it are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia. The courts sitting in Vancouver, British Columbia have exclusive jurisdiction, except that Virtual Grid may seek injunctive or enforcement relief in any court of competent jurisdiction.
10.2 Assignment. Aether may not assign this Agreement or sublicense rights except as expressly permitted by Virtual Grid in writing. Virtual Grid may assign this Agreement to an Affiliate, successor, financing source or acquirer of all or substantially all of its business or assets.
10.3 Entire agreement; counterparts. This Agreement, the Supply Agreement and the Subscription Agreement constitute the entire agreement on FOMA license and support matters and may be amended only in writing signed by the parties. This Agreement may be executed in counterparts and by electronic signature.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| VIRTUAL GRID INC. | AETHER COMPUTE LLC. | |||
| By: | /s/ John Hawes | By: | /s/ Nicolas Lin | |
| Name: | John Hawes | Name: | Nicolas Lin | |
| Title: | COO | Title: | Chairman and CEO | |
| FOMA License and Support Agreement |
Exhibit A - Support Framework
| FOMA License and Support Agreement |
Exhibit 10.3
SUBSCRIPTION AND SHARE PAYMENT AGREEMENT
Dated as of July 17, 2026
between
VIRTUAL GRID INC.
and
AETHER HOLDINGS, INC.
RECITALS
A. Virtual Grid is an Alberta corporation and proposes to issue equity securities and an equal number of common share purchase warrants to Aether as a strategic investor.
B. Aether is a Delaware corporation whose common stock is listed on the Nasdaq Capital Market under the symbol ATHR and will pay the subscription price by issuing Aether common shares to Virtual Grid.
C. The subscription agreement (the “Agreement”) forms part of the transactions contemplated by the memorandum of understanding dated June 15, 2026 and the related commercial agreements between the parties.
1. Definitions
“Aether Common Shares” means shares of common stock of Aether, listed on the Nasdaq Capital Market under the symbol ATHR.
“Aether Share Consideration” means the Aether Common Shares issued by Aether to Virtual Grid as payment of the Subscription Price.
“Bank of Canada Rate” means the Bank of Canada daily exchange rate for USD/CAD on the Business Day immediately preceding the Closing Date, or if unavailable, another authoritative rate agreed by the parties.
“Closing” means completion of the issuance of Purchased Securities by Virtual Grid and the issuance of Aether Share Consideration by Aether.
“Closing Date” means July 17, 2026.
“Purchased Securities” means the Subscription Shares and Warrants issued by Virtual Grid to Aether under this Agreement.
“Nasdaq Minimum Price” means the lower of: (a) the Nasdaq Official Closing Price of the Aether Common Shares immediately preceding the signing of this binding Agreement; and (b) the average Nasdaq official closing price of the Aether Common Shares for the five trading days immediately preceding the signing of this binding Agreement, in each case determined in good faith by Aether consistently with Nasdaq Listing Rule 5635(d), based on the time of signing, and certified to Virtual Grid at Closing.
“Subscription Price” means US$360,000, converted to Canadian dollars at the Bank of Canada Rate solely for purposes of calculating the number of Subscription Shares and Warrants.
“Subscription Shares” means common shares in the capital of Virtual Grid, or another equity security approved by Virtual Grid in writing, issued to Aether under this Agreement.
“Virtual Grid Valuation” means a pre-money valuation of US$25,000,000 on a fully diluted, as-converted basis immediately before Closing.
“Warrants” means common share purchase warrants of Virtual Grid, each exercisable for one common share for one year after Closing at the same per-share valuation used to issue the Subscription Shares.
| Subscription and Share Payment Agreement |
2. Subscription; Payment in Aether Shares
2.1 Subscription. At Closing, Aether subscribes for, and Virtual Grid will issue to Aether, the Subscription Shares and an equal number of Warrants on the terms of this Agreement.
2.2 Subscription Price. The Subscription Price is US$360,000. For purposes of determining the number of Subscription Shares and Warrants, the Subscription Price will be converted to Canadian dollars at the Bank of Canada Rate and divided by the per-share price implied by the Virtual Grid Valuation immediately before Closing.
2.3 Payment by Aether Common Shares. Aether will pay the Subscription Price at Closing by issuing to Virtual Grid the number of Aether Common Shares equal to the Subscription Price divided by the Nasdaq Minimum Price, rounded down to the nearest whole share, subject to Section 2.4. Aether may not satisfy the Subscription Price with services, credits, set-off, future promises or other non-cash consideration except for the Aether Common Shares expressly required by this Agreement.
2.4 Aether share value. For purposes of payment, each Aether Common Share is valued at the Nasdaq Minimum Price. The Aether Common Shares must be duly authorized, validly issued, fully paid, non-assessable and free of liens, other than restrictions under securities laws and the contractual lock-up in this Agreement.
2.5 Warrants. At Closing, Virtual Grid will issue to Aether Warrants for the same number of common shares as the Subscription Shares. The Warrants will expire at 5:00 p.m. Vancouver time on July 17, 2031 and will have an exercise price equal to the per-share price used to issue the Subscription Shares.
2.6 Down-Round Valuation True-Up.
(a) Qualifying Down-Round Financing. If, at any time during the twenty-four (24) months following the Closing Date, Virtual Grid completes a bona fide arm’s-length equity financing for cash proceeds of not less than US$1,000,000 (a “Qualifying Financing”) at an implied pre-money valuation of Virtual Grid, on a fully diluted and as-converted basis, of less than US$25,000,000 (a “Down-Round Financing”), Virtual Grid shall provide Aether with the true-up rights set forth in this Section 2.6.
(b) Excluded Issuances. A “Qualifying Financing” shall not include: (i) issuances pursuant to equity incentive plans for employees, directors, consultants or advisors; (ii) issuances upon the exercise, conversion or exchange of securities outstanding as of the Closing Date; (iii) stock splits, stock dividends, recapitalizations or similar corporate transactions; (iv) securities issued in connection with acquisitions, joint ventures, commercial arrangements, equipment financings or strategic transactions not principally intended to raise equity capital; or (v) securities issued as consideration for bona fide services. No issuance shall be treated as an Excluded Issuance if structured primarily to avoid the operation of this Section 2.6.
(c) Effective Financing Price. For purposes of this Section 2.6, the “Effective Financing Price” means the lowest cash price per common share of Virtual Grid, calculated on an as-converted basis, paid by investors in the Down-Round Financing. If the securities issued in the Down-Round Financing are denominated in a currency other than Canadian dollars, the Effective Financing Price shall be converted into Canadian dollars using the Bank of Canada Rate on the Business Day immediately preceding the closing of the Down-Round Financing.
(d) True-Up Shares. Within five (5) Business Days following the closing of a Down-Round Financing, Virtual Grid shall issue to Aether, for no additional consideration, such number of additional common shares of Virtual Grid (the “True-Up Shares”) as is equal to:
(Canadian Dollar Subscription Price ÷ Effective Financing Price) – Aggregate Aether Subscription Shares
| Subscription and Share Payment Agreement |
where:
(i) “Canadian Dollar Subscription Price” means the Canadian-dollar amount used to calculate the Subscription Shares under Section 2.2;
(ii) “Aggregate Aether Subscription Shares” means the aggregate number of Subscription Shares and True-Up Shares previously issued to Aether under this Agreement; and
(iii) the number of True-Up Shares shall be rounded up to the nearest whole share.
If the calculation produces a zero or negative number, no True-Up Shares shall be issued.
(e) True-Up Warrants. At the same time that Virtual Grid issues any True-Up Shares, Virtual Grid shall issue to Aether, for no additional consideration, a number of additional Warrants equal to the number of True-Up Shares (the “True-Up Warrants”). The True-Up Warrants shall otherwise have terms no less favorable to Aether than the Warrants issued at Closing, including the same expiration date.
(f) Warrant Exercise Price Adjustment. Upon a Down-Round Financing, the exercise price of all Warrants held by Aether, including the original Warrants and any True-Up Warrants, shall automatically be reduced to the Effective Financing Price. Virtual Grid shall promptly execute and deliver any amendment, replacement warrant certificate or other documentation reasonably required to give effect to such adjustment.
(g) Cumulative Adjustment. The true-up right in this Section 2.6 shall apply cumulatively to each subsequent Down-Round Financing during the applicable twenty-four (24)-month period. For avoidance of doubt, Aether shall be entitled to receive additional True-Up Shares and True-Up Warrants only to the extent necessary to reflect the lowest Effective Financing Price in any Down-Round Financing occurring during such period.
(h) Notice and Information Rights. Virtual Grid shall provide Aether with written notice of any proposed Qualifying Financing at least ten (10) Business Days before closing, including the proposed valuation, price per share, capitalization table, principal transaction terms and proposed closing date. Within five (5) Business Days after closing, Virtual Grid shall provide Aether with final documentation reasonably evidencing the calculation of the Effective Financing Price and the True-Up Shares.
(i) No Cash Alternative. Virtual Grid’s obligations under this Section 2.6 shall be satisfied solely through the issuance of True-Up Shares and True-Up Warrants, and Aether shall not be required to pay any additional consideration in connection with such issuance.
3. Closing
3.1 Closing mechanics. Closing will occur electronically on the Closing Date or by such other method as Virtual Grid approves. Deliveries may be made by PDF, electronic signature, book-entry statement, wire confirmation and officer confirmation where appropriate.
3.2 Aether deliveries. At Closing, Aether will deliver: (a) executed transaction documents; (b) board approval authorizing the transaction and issuance of the Aether Share Consideration; (c) evidence of book entry issuance of the Aether Common Shares to Virtual Grid or its designated account; and (d) information reasonably required to calculate the Nasdaq Minimum Price.
3.3 Virtual Grid deliveries. At Closing, Virtual Grid will deliver: (a) executed transaction documents; (b) board approval authorizing the transaction and issuance of the Purchased Securities; (c) evidence of issuance of the Subscription Shares to Aether; and (d) the Warrant certificate.
3.4 Conditions for Virtual Grid benefit. Virtual Grid’s obligation to close is subject to Aether’s representations being true, Aether having performed its covenants, no legal restraint preventing Closing, Aether having issued the maximum lawful Aether Common Shares, and the commercial agreements being executed.
3.5 Conditions for Aether benefit. Aether’s obligation to close is subject to Virtual Grid’s representations being true, Virtual Grid having performed its covenants, no legal restraint preventing Closing, the commercial agreements being executed and Virtual Grid having issued the Subscription Shares.
| Subscription and Share Payment Agreement |
4. Virtual Grid Representations
4.1 Organization and authority. Virtual Grid is duly incorporated and validly existing under the laws of Alberta and has the corporate power to enter into this Agreement and issue the Purchased Securities.
4.2 Authorization. Virtual Grid has authorized the execution, delivery and performance of this Agreement and the issuance of the Purchased Securities. This Agreement is a valid and binding obligation of Virtual Grid, enforceable in accordance with its terms, subject to bankruptcy, insolvency and equitable principles.
4.3 Issuance. When issued under this Agreement, the Subscription Shares will be validly issued as fully paid and non-assessable shares in the capital of Virtual Grid. When exercised in accordance with their terms, the Warrants will be exercisable for common shares reserved or otherwise available for issuance by Virtual Grid.
4.4 Subscription Shares. The Subscription Shares issued to Aether will be duly authorized, validly issued, fully paid and non-assessable; issued in compliance with applicable securities laws and free of liens.
4.5 Investment intent. Virtual Grid is acquiring the Aether Common Shares as principal for investment, not with a view to unlawful distribution, and is able to evaluate and bear the economic risk of the investment. Virtual Grid is an accredited investor or is relying on another available prospectus exemption accepted by Aether before Closing.
4.6 No reliance. Virtual Grid has conducted its own review and is not relying on any representation by Aether except the express representations in this Agreement. Virtual Grid understands that Aether is an early-stage company and that the Aether Common Shares are speculative and subject to resale restrictions.
4.7 Compliance. Virtual Grid and its representatives have not violated anti-corruption, sanctions, export-control, anti-money-laundering or similar laws in connection with the transaction and will not use the Aether Common Shares or commercial rights for any unlawful purpose.
5. Aether Representations
5.1 Organization and authority. Aether is duly incorporated and validly existing under the laws of Delaware and has the corporate power to enter into this Agreement, issue the Aether Share Consideration and perform its obligations.
5.2 Authorization and no approval gap. Aether has authorized the execution, delivery and performance of this Agreement and the issuance of the Aether Share Consideration. No Aether stockholder approval, Nasdaq approval, governmental approval or third party consent is required for Aether to issue the maximum Aether Share Consideration required by this Agreement, except for any step completed before Closing.
5.3 Aether Common Shares. The Aether Common Shares issued to Virtual Grid will be duly authorized, validly issued, fully paid and non-assessable; issued in compliance with applicable U.S. securities laws, state securities laws and Nasdaq rules; and free of liens, other than securities-law restrictions and the contractual lock-up in this Agreement.
5.4 SEC and Nasdaq status. Aether is responsible for all SEC, Nasdaq, transfer-agent and U.S. securities-law matters relating to the Aether Share Consideration. Aether is current in all material respects with SEC reporting and Nasdaq listing obligations required for the lawful issuance and resale pathway contemplated by this Agreement.
5.5 No material non-public information. Aether has not provided Virtual Grid with material non-public information about Aether other than the existence and terms of the transaction, and Aether will ensure that any information required to be publicly announced or filed by Aether is announced or filed in compliance with applicable law and Nasdaq rules.
| Subscription and Share Payment Agreement |
5.6 Investment intent. Aether is acquiring the Purchased Securities as principal for investment, not with a view to unlawful distribution, and is able to evaluate and bear the economic risk of the investment. Aether is an accredited investor or is relying on another available prospectus exemption accepted by Virtual Grid before Closing.
5.7 No reliance. Aether has conducted its own review and is not relying on any representation by Virtual Grid except the express representations in this Agreement. Aether understands that Virtual Grid is an early-stage private company and that the Purchased Securities are speculative and subject to resale restrictions.
5.8 Compliance. Aether and its representatives have not violated anti-corruption, sanctions, export-control, anti-money-laundering or similar laws in connection with the transaction and will not use the Purchased Securities or commercial rights for any unlawful purpose.
6. Lock-Up; Resale and Registration Rights for Virtual Grid
6.1 Contractual lock-up. Virtual Grid will not effect a public resale of the Aether Common Shares for 12 months after Closing. This restriction does not prohibit private transfers to an Affiliate, internal reorganization vehicle, financing vehicle, custodian, nominee or private purchaser that agrees to be bound by the remaining lock-up; pledges to recognized financial institutions; transfers by operation of law; or transfers in a bona fide tender offer, merger, arrangement, exchange offer or other change-of-control transaction involving Aether.
6.2 No short sales. During the lock-up period, Virtual Grid will not engage in short sales, hedging transactions or public derivative transactions designed to dispose of the economic risk of ownership of the Aether Common Shares.
6.3 Aether resale support. In consideration of the lock-up, Aether will use commercially reasonable efforts to keep the Aether Common Shares listed on Nasdaq, remain current with required SEC reports, and provide transfer-agent instructions, legend-removal support, seller questionnaires, selling-stockholder information requests, and other resale support reasonably requested by Virtual Grid when resale is legally permitted.
6.5 Legend removal. Aether will assist Virtual Grid and work with its transfer agent to remove restrictive legends and permit book-entry transferability when legally permitted. Aether may not impose additional contractual transfer conditions not contained in this Agreement.
7. Virtual Grid Public-Market Transaction Cooperation
7.1 Cooperation covenant. If Virtual Grid’s board approves an initial public offering, reverse takeover, qualifying transaction, SPAC or CPC transaction, exchange listing, plan of arrangement, amalgamation, continuance, share exchange, merger, capital reorganization, sale of all or substantially all shares or assets, or other transaction intended to take Virtual Grid or its business public or create public-market liquidity, Aether will cooperate fully and in good faith to complete that transaction.
7.2 Required actions. At Virtual Grid’s reasonable request, Aether will vote or consent in favour, tender or exchange its securities, execute transaction documents on the same economic terms as other holders of the same class, waive dissent, appraisal, pre-emptive, rights of first refusal and similar rights to the extent necessary, accept customary exchange, escrow or lock-up mechanics required by an exchange, underwriter, sponsor or regulator, and take other reasonable actions requested by Virtual Grid to avoid delaying or impairing the transaction.
| Subscription and Share Payment Agreement |
8. Covenants
8.1 Aether public-company covenants. Aether will comply with all SEC, Nasdaq, transfer-agent and securities-law obligations relating to the Aether Share Consideration, will not knowingly take action that would impair Virtual Grid’s resale pathway, and will promptly notify Virtual Grid of any event that could materially affect issuance, listing, legend removal or resale of the Aether Common Shares.
8.2 Confidentiality and announcements. The parties will coordinate public announcements and regulatory filings concerning the transaction. Aether may make filings required by law or Nasdaq rules, but will give Virtual Grid a reasonable opportunity to review transaction descriptions before filing where practicable.
9. Indemnity
9.1 Aether indemnity. Aether will indemnify Virtual Grid from losses arising from Aether’s material breach of its representations in Section 5.
9.2 Virtual Grid indemnity. Virtual Grid will indemnify Aether from losses arising from Virtual Grid’s material breach of its representations in Section 4.
10. Governing Law and Forum
10.1 New York law. This Agreement and any dispute arising out of or relating to it are governed by the laws of New York, without regard to conflict of law rules. The corporate authorization and validity of securities issued by a party are governed by the corporate law of that party’s jurisdiction of incorporation. U.S. federal securities laws, state securities laws and Nasdaq rules govern Aether’s issuance and resale obligations to the extent applicable.
10.2 New York forum. The courts sitting in New York, New York have exclusive jurisdiction over disputes arising out of or relating to this Agreement, except for proceedings that must be brought in another forum to enforce securities-law, Nasdaq, transfer-agent or injunctive relief rights.
11. General
11.1 Assignment. Both parties may not assign this Agreement or any Purchased Securities except in compliance with law and with each party’s prior written consent.
11.2 Amendments and waivers. Amendments and waivers must be in writing signed by the party to be bound. A waiver on one occasion is not a waiver on another occasion.
11.3 Counterparts and electronic signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.
| Subscription and Share Payment Agreement |
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| VIRTUAL GRID INC. | AETHER HOLDINGS, INC. | |||
| By: | /s/ John Hawes | By: | /s/ Nicolas Lin | |
| Name: | John Hawes | Name: | Nicolas Lin | |
| Title: | COO | Title: | Chairman and CEO | |
| Subscription and Share Payment Agreement |
Exhibit 10.4
LOCK-UP AGREEMENT
Dated as of July 17, 2026
between
VIRTUAL GRID INC.
and
AETHER HOLDINGS, INC.
RECITALS
A. Aether is issuing Aether Common Shares to Virtual Grid as payment of the Subscription Price under the Subscription and Share Payment Agreement dated as of the date of this Agreement.
B. Virtual Grid has agreed to a limited 12-month public resale restriction, subject to the liquidity protections, exceptions and Aether covenants set out in this Agreement.
1. Definitions
“Aether Common Shares” means (i) the Aether Common Shares issued to Virtual Grid at Closing under the Subscription Agreement, and (ii) any securities issued or issuable in respect of, exchange for or upon conversion, recapitalization, reclassification, stock split, reverse stock split, stock dividend, distribution, merger or other similar event relating to such Aether Common Shares.
“Lock-Up Period” means the period beginning on the Closing Date and ending at 11:59 p.m. Vancouver time on the date that is 12 months after the Closing Date.
“Public Resale” means a sale of Aether Common Shares into the public market through Nasdaq or another securities market, broker transaction or public distribution.
“Rule 144” means Rule 144 under the U.S. Securities Act of 1933, as amended.
“Subscription Agreement” means the Subscription and Share Payment Agreement between the parties dated as of the Closing Date.
“Transfer” means, directly or indirectly, to sell, offer, contract or agree to sell, assign, transfer, dispose of, lend, pledge, hypothecate, encumber, grant an option over, hedge, swap, collar, short sell, enter into a derivative transaction relating to, or otherwise monetize or transfer any legal, beneficial or economic interest in, any Aether Lock-Up Securities.
2. Lock-Up
2.1 Lock-Up Restriction. During the Lock-Up Period, Virtual Grid shall not, directly or indirectly, effect or agree to effect any Transfer of any Aether Lock-Up Securities, except for a Permitted Transfer expressly allowed under Section 3. Virtual Grid shall not publicly announce any intention to effect a Transfer during the Lock-Up Period.
2.2 No Hedging or Economic Transfer. During the Lock-Up Period, Virtual Grid shall not engage in any short sale, hedging transaction, swap, collar, derivative transaction, securities lending arrangement or other transaction that transfers, in whole or in part, the economic consequences of ownership of any Aether Lock-Up Securities.
2.3 Orderly Disposition Following Lock-Up. During the ninety (90) calendar days immediately following the expiration of the Lock-Up Period, Virtual Grid shall not sell or otherwise dispose of more than (a) ten percent (10%) of the average daily trading volume of the Aether Common Shares during the preceding twenty (20) Trading Days on any Trading Day, or (b) twenty-five percent (25%) of the original Aether Lock-Up Securities in any rolling thirty (30)-day period.
| Lock-Up Agreement |
3. Permitted Transfers
3.1 Affiliates and internal transfers. Virtual Grid may transfer Aether Lock-Up Securities during the Lock-Up Period only to a wholly owned Affiliate, a direct or indirect parent entity, a controlled financing vehicle, or a custodian or nominee solely for administrative purposes, in each case provided that:
a) the transferee executes a written joinder agreeing to be bound by this Agreement for the remainder of the Lock-Up Period;
(b) the transfer does not involve any public resale, distribution, hedging, monetization or other transaction inconsistent with this Agreement;
(c) Virtual Grid provides Aether with at least five (5) Business Days’ prior written notice, including the identity of the transferee and executed joinder; and
(d) no such transfer relieves Virtual Grid of its obligations under this Agreement.
3.2 Private transfers. Virtual Grid may not transfer any Aether Lock-Up Securities in a private transaction during the Lock-Up Period without Aether’s prior written consent, which may be withheld in Aether’s reasonable discretion.
3.3 Change of control. Virtual Grid may tender, exchange or transfer Aether Common Shares in connection with a bona fide tender offer, exchange offer, merger, plan of arrangement, amalgamation, consolidation, recapitalization or other transaction involving all or substantially all Aether stockholders or a change of control of Aether. If the transaction is not completed, the Aether Common Shares remain subject to this Agreement.
3.4 Void Transfers; Transfer-Agent Instructions. Any purported Transfer in violation of this Agreement shall be void ab initio. Aether may instruct its transfer agent not to process any Transfer of Aether Lock-Up Securities unless the proposed Transfer complies with this Agreement.
4. Aether Liquidity Covenants
4.1 Listing and reporting. During the Lock-Up Period, Aether shall use commercially reasonable efforts, subject to applicable law, Nasdaq requirements, fiduciary duties and its financial condition, to remain current in its SEC reporting obligations and maintain the listing of its Aether Common Shares on Nasdaq. This Section 4.1 does not constitute a guarantee of continued listing, continued reporting status, market price, trading volume, resale availability or liquidity.
4.2 Resale support. After expiration of the Lock-Up Period, and only when a proposed resale is legally permitted, Aether shall reasonably cooperate with Virtual Grid’s requests for customary transfer-agent instructions, seller questionnaires and legend-removal support; provided that:
(a) Virtual Grid delivers all documentation, representations, broker information and legal opinions reasonably requested by Aether or its transfer agent;
(b) Virtual Grid bears all third-party costs, including transfer-agent, legal-opinion and broker costs, other than Aether’s ordinary internal administrative costs;
(c) Aether shall not be required to take any action that, in the reasonable judgment of Aether or its securities counsel, would violate applicable law, Nasdaq requirements or Aether’s insider-trading or blackout policies; and
(d) Aether shall have no liability for any inability of Virtual Grid to resell due to Virtual Grid’s status as an affiliate, possession of material non-public information, failure to satisfy Rule 144 or other resale conditions, incomplete documentation, broker requirements or other circumstances outside Aether’s reasonable control.
| Lock-Up Agreement |
4.3 No Registration Rights. Nothing in this Agreement or the Subscription Agreement requires Aether to file, cause to be declared effective, maintain or pay for any resale registration statement, prospectus supplement or other registration document covering the Aether Lock-Up Securities. Any registration rights must be separately agreed by Aether in a written agreement expressly designated as a registration-rights agreement.
4.4 No Early Release. The Lock-Up Period shall not terminate or accelerate as a result of any alleged breach by Aether of this Section 4, any suspension or interruption in trading, any decline in the market price of Aether Common Shares, or any delisting event. The Lock-Up Period may terminate early only in connection with a change-of-control transaction described in Section 3.4.
5. General
5.1 Consistency with Subscription Agreement. This Agreement supersedes and replaces in its entirety Sections 6.1 through 6.5 of the Subscription Agreement. In the event of any conflict between this Agreement and the Subscription Agreement concerning transfer restrictions, lock-up obligations, resale support or registration rights relating to the Aether Lock-Up Securities, this Agreement shall govern. No provision shall be interpreted in favor of either party merely because of any inconsistency between the transaction documents.
5.2 Specific Performance. Virtual Grid acknowledges that a breach of this Agreement may cause irreparable harm to Aether for which monetary damages may be inadequate. Accordingly, Aether shall be entitled to seek specific performance, injunctive relief and other equitable remedies to enforce this Agreement, without the requirement to post bond or prove actual damages, in addition to any other remedies available at law or in equity.
5.3 Survival of Restrictions. The restrictions in this Agreement shall bind Virtual Grid and each permitted transferee of Aether Lock-Up Securities. No transfer, pledge, foreclosure, reorganization or other transaction shall release any Aether Lock-Up Securities from this Agreement unless expressly approved in writing by Aether.
5.4 New York law and forum. This Agreement is governed by the laws of New York, without regard to conflict of law rules. The courts sitting in New York, New York have exclusive jurisdiction, except for proceedings that must be brought in another forum to enforce securities-law, Nasdaq, transfer-agent or injunctive relief rights.
5.5 Counterparts and electronic signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| VIRTUAL GRID INC. | AETHER HOLDINGS, INC. | |||
| By: | /s/ John Hawes | By: | /s/ Nicolas Lin | |
| Name: | John Hawes | Name: | Nicolas Lin | |
| Title: | COO | Title: | Chairman and CEO | |
| Lock-Up Agreement |
Exhibit 10.5
COMMON SHARE PURCHASE WARRANT
Dated as of July 17, 2026
between
VIRTUAL GRID INC.
and
AETHER HOLDINGS, INC.
THIS CERTIFIES that, for value received, AETHER HOLDINGS, INC., or its permitted assigns, is entitled to purchase from VIRTUAL GRID INC., an Alberta corporation, up to 176,412 common shares in the capital of Virtual Grid, subject to adjustment as provided in this Warrant, at an exercise price of C$2.864692 per Warrant Share, at any time before the Expiry Time.
This Warrant is issued under the Subscription and Share Payment Agreement dated as of July 17, 2026 between Virtual Grid and Aether. The number of Warrant Shares equals the number of Subscription Shares issued to Aether under that agreement, and the Exercise Price is the same per share valuation used to issue the Subscription Shares.
1. Definitions
“Business Day” means a day other than Saturday, Sunday or a statutory holiday in Vancouver, British Columbia.
“Company” means Virtual Grid Inc. and its successors.
“Cashless Exercise” means an exercise of this Warrant in which the Holder surrenders to the Company the portion of this Warrant being exercised in payment of the aggregate Exercise Price, and receives only the Net Exercise Shares determined under Section 2.4.
“Exercise Price” means C$2.864692 per Warrant Share, subject to adjustment under this Warrant.
“Expiry Time” means 5:00 p.m. New York time on July 17, 2031.
“Fair Market Value” means, with respect to one Warrant Share:
(a) in connection with a Liquidity Transaction, the cash value per common share payable to holders of common shares in such Liquidity Transaction, including the value of any securities, deferred consideration, contingent consideration or other non-cash consideration, determined in accordance with the definitive transaction documents;
(b) after the common shares of the Company are listed or quoted on a recognized public market, the volume-weighted average trading price of the common shares for the ten (10) Trading Days immediately preceding the applicable exercise date; and
(c) at any other time, the cash price per common share paid in the most recent bona fide arm’s-length equity financing of the Company completed within the preceding twelve (12) months; provided that, if no such financing has occurred, Fair Market Value shall be determined by an independent business valuation firm selected by the Holder from among Deloitte, Ernst & Young, KPMG, PwC, BDO or Grant Thornton, with the reasonable costs of such valuation equally borne by the Company and the Holder.
“Holder” means Aether Holdings, Inc. and any permitted transferee registered by the Company.
“Liquidity Transaction” means any initial public offering, reverse takeover, qualifying transaction, CPC transaction, SPAC transaction, amalgamation, arrangement, merger, consolidation, share exchange, sale of all or substantially all of the Company’s assets, sale of a majority of the outstanding voting securities of the Company or other transaction resulting in public-market liquidity or a change of control of the Company.
| Common Share Purchase Warrant |
“Net Exercise Shares” means the number of Warrant Shares issuable upon a Cashless Exercise, calculated in accordance with Section 2.4.
“Subscription Agreement” means the Subscription and Share Payment Agreement dated as of July 17, 2026 between the Company and the Holder.
“Warrant Shares” means the common shares issuable upon exercise of this Warrant, as adjusted under this Warrant.
2. Exercise Right
2.1 Exercise. The Holder may exercise this Warrant, in whole or in part, at any time before the Expiry Time by delivering to the Company: (a) a completed exercise notice in the form attached as Exhibit A; (b) this original Warrant certificate or, if applicable, an affidavit of loss reasonably acceptable to the Company; and (c) either (i) payment of the aggregate Exercise Price in immediately available funds in accordance with Section 3.1, or (ii) an election to complete a Cashless Exercise under Section 2.4. The Holder shall not be required to deliver cash payment in connection with a Cashless Exercise.
2.2 Issuance. Promptly, and in any event within five (5) Business Days after a valid exercise, the Company shall issue the applicable Warrant Shares or Net Exercise Shares, as applicable, in book-entry or certificate form in the name of the Holder or its permitted designee, subject only to applicable securities-law legends and transfer restrictions. Upon a partial exercise, the Company shall concurrently issue to the Holder a replacement Warrant representing the unexercised balance of this Warrant.
2.3 No Exercise After Expiry. This Warrant shall expire automatically at the Expiry Time, subject to the automatic Cashless Exercise provisions in Section 2.5.
2.4 Cashless Exercise. At the Holder’s election, the Holder may exercise this Warrant by Cashless Exercise, in whole or in part, without payment of the aggregate Exercise Price in cash. Upon a Cashless Exercise, the Holder shall be entitled to receive a number of Net Exercise Shares equal to:
X = Y × (A - B) / A
where:
“X” equals the number of Net Exercise Shares issuable upon the Cashless Exercise;
“Y” equals the number of Warrant Shares otherwise issuable upon exercise of the portion of this Warrant being exercised;
“A” equals the Fair Market Value of one Warrant Share as of the applicable exercise date; and
“B” equals the Exercise Price then in effect.
The resulting number of Net Exercise Shares shall be rounded down to the nearest whole share. If the Fair Market Value is less than or equal to the Exercise Price, the Holder may elect not to complete a Cashless Exercise and shall retain all rights to exercise this Warrant for cash before the Expiry Time.
2.5 Automatic Cashless Exercise at Expiry. Unless the Holder delivers written notice to the Company no later than two (2) Business Days before the Expiry Time electing otherwise, immediately before the Expiry Time this Warrant shall automatically be exercised on a Cashless Exercise basis with respect to all then-unexercised Warrant Shares, provided that the Fair Market Value exceeds the Exercise Price. The Holder shall not be required to surrender the original Warrant certificate or deliver any further exercise notice in connection with an automatic Cashless Exercise under this Section 2.5.
| Common Share Purchase Warrant |
2.6 Cashless Exercise in a Liquidity Transaction. Notwithstanding anything to the contrary in this Warrant or the Subscription Agreement:
(a) the Company shall provide the Holder with at least ten (10) Business Days’ prior written notice of any proposed Liquidity Transaction, including the expected closing date, the form and amount of consideration payable per common share and all material transaction documents reasonably necessary for the Holder to evaluate its rights;
(b) the Holder may elect, immediately before the closing of a Liquidity Transaction, to exercise this Warrant on a Cashless Exercise basis, using the per-share consideration payable in the Liquidity Transaction as Fair Market Value;
(c) upon such Cashless Exercise, the Holder shall receive the same form and amount of consideration that the Holder would have received in the Liquidity Transaction had the Holder held the Net Exercise Shares immediately before the closing of the Liquidity Transaction;
(d) the Company may not require the Holder to pay cash to exercise this Warrant in connection with a Liquidity Transaction; and
(e) if the Holder does not elect a Cashless Exercise and the Warrant is not cancelled for consideration determined under this Section 2.6, the surviving, resulting or acquiring entity shall assume this Warrant or issue a replacement warrant with substantially equivalent economic terms and no less favorable exercise, adjustment, transfer and cashless-exercise rights.
For clarity, any adjustment to the Exercise Price under the Subscription Agreement, including any down-round valuation true-up or warrant exercise-price reset, shall apply before calculating the number of Net Exercise Shares under this Section 2.4 or Section 2.6.
3. Payment and Taxes
3.1 Payment. For a cash exercise, payment of the aggregate Exercise Price must be made by wire transfer or other immediately available funds to an account designated by the Company. No cash payment shall be required for a Cashless Exercise, an automatic Cashless Exercise under Section 2.5 or a Cashless Exercise in connection with a Liquidity Transaction under Section 2.6. The Holder shall be responsible only for transfer taxes or similar charges arising from the issuance of Warrant Shares or Net Exercise Shares, other than taxes based on the Company’s income.
3.2 Withholding. If the Company determines that withholding is required, the Company may withhold or require the Holder to pay additional amounts before issuing Warrant Shares.
4. Adjustments
4.1 Share splits and consolidations. If the Company subdivides, splits, consolidates or combines its common shares, the number of Warrant Shares and the Exercise Price will be adjusted proportionately so that the aggregate exercise price for the unexercised portion remains the same.
4.2 Share dividends and distributions. If the Company issues common shares as a dividend or distribution on its common shares, the number of Warrant Shares will be adjusted to reflect the number of common shares the Holder would have held had this Warrant been exercised immediately before the record date.
4.3 Reclassification and reorganization. If the common shares are reclassified, exchanged, reorganized, amalgamated, continued, arranged or otherwise converted, this Warrant will become exercisable for the securities or property the Holder would have received had this Warrant been exercised immediately before the transaction, subject to Company board determinations made in good faith.
| Common Share Purchase Warrant |
4.4 No fractional shares. No fractional Warrant Shares will be issued. Fractional shares will be rounded down without compensation unless the Company elects to pay cash in lieu.
5. Transfer Restrictions
5.1 Restrictions. This Warrant and the Warrant Shares are restricted securities. The Holder may not transfer this Warrant or Warrant Shares except in compliance with applicable securities laws and with the Company’s prior written consent, which may be withheld for any reason unless the transfer is to an Affiliate that agrees to be bound by this Warrant and the Subscription Agreement.
5.2 Legends. Certificates or book entry statements representing this Warrant or Warrant Shares may bear legends required by law, the Company’s constating documents or the Subscription Agreement.
5.3 No market rights. The Holder has no registration, listing, liquidity, redemption, put, information, anti-dilution, pre-emptive or governance rights with respect to the Company except as expressly provided in this Warrant and the Subscription Agreement.
6. Public-Market Transaction Cooperation
6.1 Public-Market Transaction Protection. The Holder shall reasonably cooperate with a Company-approved public-market transaction, provided that neither the Company nor any successor may require the Holder to: (a) exercise this Warrant for cash; (b) waive or amend any economic right under this Warrant, including the Exercise Price, cashless-exercise right, adjustment rights or expiry date; (c) accept consideration that is less favorable than that received by holders of the same class of common shares; or (d) provide representations, indemnities, escrow obligations, lock-ups or other obligations that are more burdensome than those required of similarly situated holders of common shares, except for customary representations as to the Holder’s title, authority and capacity. Any cancellation, exchange or replacement of this Warrant in connection with such transaction must comply with Section 2.6.
7. No Shareholder Rights
7.1 No rights before exercise. The Holder is not a shareholder of the Company with respect to Warrant Shares unless and until this Warrant is validly exercised and Warrant Shares are issued.
8. Loss or Replacement
8.1 Replacement. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and any indemnity reasonably required by the Company, the Company may issue a replacement Warrant.
9. Governing Law and General
9.1 New York law and forum. This Warrant and any dispute arising out of or relating to it are governed by the laws of New York. The courts sitting in New York, New York have exclusive jurisdiction, except that the Company may seek injunctive or enforcement relief in any court of competent jurisdiction.
9.2 Amendments. The Company may amend this Warrant without Holder consent to correct clerical errors, comply with law, preserve the intended economics of an adjustment, or facilitate a Company public-market transaction in a manner that does not materially and adversely reduce the Holder’s economic rights. Other amendments require written agreement of the Company and Holder.
9.3 Counterparts. This Warrant may be executed and delivered by electronic signature and in counterparts.
| Common Share Purchase Warrant |
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| VIRTUAL GRID INC. | AETHER HOLDINGS, INC. | |||
| By: | /s/ John Hawes | By: | /s/ Nicolas Lin | |
| Name: | John Hawes | Name: | Nicolas Lin | |
| Title: | COO | Title: | Chairman and CEO | |
| Common Share Purchase Warrant |
Exhibit A - Exercise Notice
To: Virtual Grid Inc.
The undersigned hereby exercises the attached Warrant to purchase the Warrant Shares at an aggregate exercise price of C$[amount], and delivers the required payment and certifications.
Name of Holder: ______________________________
Authorized Signatory: _________________________
Date: ________________________________________
| Common Share Purchase Warrant |