Edgemode, Inc. Form 8-K

Exhibit 3.2

THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

DC ESTATE SOLUTIONS CAYMAN LIMITED

1	Interpretation

1.1	In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

"Articles"	means these articles of association of the Company.
"Auditor"	means the person for the time being performing the duties of auditor of the Company (if any).
"Company"	means the above named company.
"Directors"	means the directors for the time being of the Company.
"Dividend"	means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
"Electronic Record"	has the same meaning as in the Electronic Transactions Act.
"Electronic Transactions Act"	means the Electronic Transactions Act (As Revised) of the Cayman Islands.

Auth Code: D12855164611 www.verify.gov.ky

1.2	In the Articles:

	(a)	words importing the singular number include the plural number and vice versa; Assistant Registrar

	(b)	words importing the masculine gender include the feminine gender;

	(c)	words importing persons include corporations as well as any other legal or natural person;

	(d)	"written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

	(e)	"shall" shall be construed as imperative and "may" shall be construed as permissive;

	(f)	references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced:

	(g)	any phrase introduced by the terms "including" "include". "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

	(h)	the term "and/or" is used to mean both "and" as well as "or." The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

	(i)	headings are inserted for reference only and shall be ignored in construing the Articles:

	(j)	any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;

	(k)	any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;

(l)

sections 8 and 19(3) of the Electronic Transactions Act shall not apply;

	(m)	the term "clear days" in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and

	(n)	the term "holder" in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

2	Commencement of Business

2.1	The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.

2.2	The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

3	Issue of Shares

3.1

Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights. Notwithstanding the foregoing, the Subscriber shall have the power to:

(a)

issue one Share to itself;

(b)

transfer that Share by an instrument of transfer to any person; and update the Register of Members in respect of the issue and transfer of that Share.

3.2	The Company shall not issue Shares to bearer.

4.1	The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

4.2	The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

5	Closing Register of Members or Fixing Record Date

5.1	For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.

5.2	In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

5.3

If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

6	Certificates for Shares

6.1	A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors, The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled!

6.2	The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

6.3	If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

6.4	Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

7	Transfer of Shares

7.1	Subject to Article 3.1, Shares are transferable subject to the approval of the Directors by resolution who may, in their absolute discretion, decline to register any transfer of Shares without giving any reason. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal.

7.2	The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

8	Redemption, Repurchase and Surrender of Shares

8.1	Subject to the provisions of the Statute the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner and upon such other terms as the Directors, or the Company, by Ordinary Resolution, may determine before the issue of the Shares.

8.2	Subject to the provisions of the Statute, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.

8.3	The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

8.4	The Directors may accept the surrender for no consideration of any fully paid Share.

9	Treasury Shares

9.1	The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

9.2	The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

10	Variation of Rights of Shares

10.1

If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

10.2	For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.

10.3	The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that dass, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

11	Commission on Sale of Shares

The Company may, in so far as the Statute permits, pay a commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

12	Non Recognition of Trusts

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

13	Lien on Shares

13.1	The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointiy with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or their estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to any amount payable in respect of that Share.

13.2	The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within 14 clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holde demanding payment and stating that if the notice is not complied with the Shares may be sold.

13.3	To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or their nominee shall be registered as the holder of the Shares comprised in any such transfer, and they shall not be bound to see to the application of the purchase money, nor shall their title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under the Articles.

13.4	The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

14	Call on Shares

14.1	Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least 14 clear days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon them notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

14.2	A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

14.3	The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

14.4	If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

14.5	An amount payable in respect of a Share on issue or allotment or at any fixed date,whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

14.6	The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

14.7	The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by that Member, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

14.8	No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

15	Forfeiture of Shares

15.1	If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

15.2	If the notice is not complied with, any Share in respect of which it was given may before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.

15.3	A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.

15.4	A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by that person to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but that person's liability shall cease if and when the Company shall have received payment in full of all monies due and payable by them in respect of those Shares

15.5	A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall their title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

15.6	The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

16	Transmission of Shares

16.1	If a Member dies the survivor or survivors (where they were a joint holder) or their legal personal representatives (where they were a sole holder), shall be the only persons recognised by the Company as having any title to the deceased Member's Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which the Member was a joint or sole holder.

16.2	Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by that person to the Company, either to become the holder of such Share or to have some person nominated by them registered as the holder of such Share. If they elect to have another person registered as the holder of such Share they shall sign an instrument of transfer of that Share to that person. TheDirectors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptoy or liquidation or dissolution, as the case m

16.3

A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which they would be entitled if they were the holder of such Share. However, they shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered or to have some person nominated by them registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within 90 days of being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

17	Amendments of Memorandum and Articles of Association and Alteration of Capital

17.1	The Company may by Ordinary Resolution:

	(a)	increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
	(b)	consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;
	(c)	convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;
	(d)	by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
	(e)	cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.

17.2	All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares original share capital.

17.3	Subject to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:

	(a)	change its name;
	(b)	alter or add to the Articles;
	(c)	alter or add to the Memorandum with respect to any objects, powers or other matters;

	(d)	specified therein; and
	(e)	reduce its share capital or any capital redemption reserve fund.

18	Offices and Places of Business

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

19	General Meetings

19.1	All general meetings other than annual general meetings shall be called extraordinary general meetings.

19.2	The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

19.3	The Directors may call general meetings, and they shall on a Members' requisition forthwith proceed to convene an extraordinary general meeting of the Company.

19.4	A Members' requisition is a requisition of Members holding at the date of deposit of the requisition not less than 10% in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company.

19.5	The Members' requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

19.6	If there are no Directors as at the date of the deposit of the Members requisition or if the Directors do not within 21 days from the date of the deposit of the Members' requisition duly proceed to convene a general meeting to be held within a further 21 days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said 21 day period.
19.7	A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

20	Notice of General Meetings

20.1

At least five clear days' notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

	(a)	in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and
	(b)	in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right.

20.2	The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by. any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

21.1	No business shall be transacted at any general meeting unless a quorum is present Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its dulyauthorised representative or proxy.

21.2	A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

21.3	A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

21.4	If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting if convened upon a Members' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.

21.5	The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the chairperson, if any, of the board of Directors shall preside as chairperson at such general meeting. If there is no such chairperson, or if the chairperson shall not be present within 15 minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairperson of the meeting.

21.6	If no Director is willing to act as chairperson or if no Director is present within 15 minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairperson of the meeting.

21.7	The chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

21.8	When a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.

21.9	A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairperson demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least 10% in par value of the Shares giving a right to attend and vote at the meeting demand a poll.

21.10	Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairperson that a resolution has been carried or carried unanimously, or by a particular majority or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

21.11	The demand for a poll may be withdrawn.

21.12	Except on a poll demanded on the election of a chairperson or on a question of adjournment a poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

21.13	A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairperson of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll

21.14

In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson shall be entitled to a second or casting vote

22	Votes of Members

22.1	Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are the holder.

22.2	In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorized representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

22.3	A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

22.4	No person shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid.

22.5	No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive.

22.6	On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.

22.7

On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share some or all such Shares either for or against a resolution and/or abstain fro a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

23	Proxies

23.1	The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of their attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member.

23.2	The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.

23.3	The chairperson may in any event at their discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairperson, shall be invalid.

23.4	The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

23.5	Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registers Office before the commencement of the general meeting. Or adjourned meeting at which it is sought to use the proxy

24	Corporate Members

Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which they represent as the corporation could exercise if it were an individual Member.

25	Shares that May Not be Voted

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

26	Directors

There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. The first Directors of the Company may be determined in writing by, or appointed by a resolution of, the Subscriber.

27	Powers of Directors

27.1	Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

27.2	All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in

27.3	The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to their surviving spouse, civil partner or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance

27.4	The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party

28	Appointment and Removal of Directors

28.1	The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

28.2	The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

29	Vacation of Office of Director

The office of a Director shall be vacated if:

	(a)	the Director gives notice in writing to the Company that they resign the office of Director; or
	(b)	the Director is absent (for the avoidance of doubt, without being represented by proxy or an alternate Director appointed by them) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that they have by reason of such absence vacated office; or
	(c)	the Director dies, becomes bankrupt or makes any arrangement or composition with their creditors generally; or
	(d)	the Director is found to be or becomes of unsound mind, or
	(e)	all of the other Directors (being not less than two in number) determine that the Director should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors

30	Proceedings of Directors

30.1	The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if their appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if their appointor is not present, count twice towards the quorum.

30.2	Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of their appointor to a separate vote on behalf of their appointor in addition to their own vote.

30.3	A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairperson is located at the start of the meeting.

30.4	A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution on behalf of their appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of their appointor and in their capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

30.5	A Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least two days' notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held.To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutandis.

30.6	The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

30.7	The Directors may elect a chairperson of their board and determine the period for which they are to hold office; but if no such chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairperson of the meeting.

30.8	All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote as the case may be.

30.9	A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by that Director. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

31	Presumption of Assent

A Director or alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or alternate Director who voted in favour of such action.

32	Directors' Interests

32.1	A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in 32.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with their office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

32.2	A Director or alternate Director may act on their own or by, through or on behalf of their firm in a professional capacity for the Company and they or their firm shall be entitled to remuneration for professional services as if they were not a Director or alternate Director.

32.3	A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by them as a director or officer of, or from their interest in, such other company.

32.4	No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or their alternate Director in their absence) shall be at liberty to vote in respect of any contract or transaction in which they are interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by them at or prior to its consideration and any vote thereon.

32.5	A general notice that a Director or alternate Director is a shareholder, director. officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which they have an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

33	Minutes

The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors including the names of the Directors or alternate Directors present at each meeting.

34	Delegation of Directors' Powers

34.1	The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised by that Director, provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if they cease to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors.

34.2	Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

34.3	The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

34.4	The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

34.5	The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for su purpose and with such powers, authorities and discretions (not exceeding those Assistant Registrar vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in them.

34.6	The Directors may appoint such officers of the Company (including, for the avoidance of doubt and without limitation, any secretary) as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of their appointment an officer of the Company may be removed by resolution of the Directors or Members. An officer of the Company may vacate their office at any time if they give notice in writing to the Company that they resign their office

35	Alternate Directors

35.1	Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by them.

35.2	An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which their appointor is a member, to attend and vote at every such meeting at which the Director appointing them is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of their appointor as a Director in their absence.

35.3	An alternate Director shall cease to be an alternate Director if their appointor ceases to be a Director.

35.4	Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

35.5	Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for their own acts defaults and shall not be deemed to be the agent of the Director appointing

36	No Minimum Shareholding

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

37	Remuneration of Directors

37.1	The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling. hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company. or separate meetings of the holders of any dass of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

37.2	The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond that Director's ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to their remuneration as a Director.

Seal

38.1	The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person appointed by the Directors for the purpose.

38.2	The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

38.3	A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over their signature alone to any document of the Company required to be authenticated by them under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever..

39	Dividends, Distributions and Reserve

39.1	Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

39.2	Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly

39.3	The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by the Member to the Company on account of calls or otherwise.

39.4	The Directors may resoive that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.

39.5	Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.

39.6	The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.

39.7	Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.

39.8	No Dividend or other distribution shall bear interest against the Company

39.9	Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

40	Capitalisation

The Directors may at any time capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

41	Books of Account

41.1	The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

41.2	The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

41.3	The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

Audit

42.1	The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.

42.2	Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor

42.3	Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time du term of office, upon request of the Directors or any general meeting of the Members,

43	Notices

43.1	Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, telex, fax or em ail to such Member or to such Member's address as shown in the Register of Members (or where the notice is given by email by sending it to the email address provided by such Member). Any notice, if posted from one country to another, is to be sent by airmail.

43.2	Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted. Where a notice is sent by telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by email service shall be deemed to be effected by transmitting the email to the email address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the email to be acknowledged by the recipient.

43.3	A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

43.4

Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves because they are a legal personal representative or a trustee in bankruptcy of a Member where the Member but for their death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

44	Winding Up

44.1	If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:

	(a)	if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or

	(b)	if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.

44.2

If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

45	Indemnity and Insurance

45.1	Every Director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer of the Company (each an "Indemnified Person") shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or willful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or willful default of such Indemnified Person. No person shall be found to have committed actual fraud or willful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

45.2	The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action. suit. proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

45.3	The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

46	Financial Year

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31^st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

47	Transfer by Way of Continuation

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

48	Mergers and Consolidations

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

Dated this 23rd day of October 2025.

Anchor Corporate Services Limited, Subscriber

of PO Box 1801, 4^th Floor, 13 Genesis Close, Grand Cayman, KY1-1109, Cayman Islands

acting by:

________________________________

Jon Barratt
Director

__________________________________

Witness to the above signature

Charlotte Bailey

Director, Anchor Corporate Services Limited

Exhibit 10.1

JOINT VENTURE AGREEMENT FOR AI DATA CENTERS PROJECTS

In Seville, on January 22, 2026

INDEX

PREAMBLE
· WHEREAS: Background and intentions of the Parties

CHAPTER 1 – DEFINITIONS AND INTERPRETATION
1.1 Definitions
1.2 Interpretation
1.3 Headings
1.4 Language of the Agreement

CHAPTER 2 – BACKGROUND AND PURPOSE OF THE JVA
2.1 Background of the Parties
2.1.1 BLACKBERRY AIF (BAIF)
2.1.2 EdgeMode (EDGM) and the Cayman Vehicle
2.1.3 Nature of the Joint Venture Agreement
2.2 Purpose of the Agreement
2.3 Scope of the Co-Development of the Projects
2.3.1 Operational and Financial Scope
2.3.2 Sale to Third Parties and Profit Distribution
2.3.3 Cooperation and Exclusivity

CHAPTER 2.A – CONDITION PRECEDENT TO EFFECTIVENESS OF THE JVA
· Condition Precedent
· Deadline for Satisfaction
· Effects of Non-Execution
· Waiver

CHAPTER 3 – FORMATION OF THE JOINT VENTURE (JV VEHICLE)
3.1 Formation and Structure of DC Estate Solutions Cayman Limited
3.2 Initial Shareholding
3.3 Registered Office, Corporate Governance and Legal Compliance

CHAPTER 4 – CONTRIBUTIONS OF THE PARTIES
4.1 Financial Contributions of EDGM
4.2 Contributions of BAIF (Projects, Know-How, Management and Development)
4.3 Schedule of Contributions

CHAPTER 5 – GOVERNANCE, CONTROL AND DECISION-MAKING
5.1 Governing Bodies (Joint Committee)
5.2 Convening Procedures and Quorum
5.3 Voting Rights (Unanimity for Key Decisions)
5.4 Veto Rights
5.5 Conflicts of Interest

CHAPTER 6 – DEVELOPMENT OF THE PROJECTS
6.1 Roles and Operational Responsibilities of BAIF
6.2 Progress Evaluation Toward Ready To Build (RTB)
6.3 Deliverables and Progress Tracking

CHAPTER 7 – PROJECT DEVELOPMENT FINANCING
7.1 Financing Obligations of EDGM
7.2 Budget and Disbursements
7.3 Handling Additional or Unforeseen Costs
7.4 Bridge Financing or Additional Credit (Negotiated Case-by-Case)

CHAPTER 8 – TRANSFER OF THE SPVs AND PRECONDITIONS
8.1 Binding SPA for the Sale of Equity Interests
8.2 Condition Subsequent and Pledge of Shares
8.3 Reversion of Equity Interests
8.4 Costs and Taxes Associated

CHAPTER 9 – READY TO BUILD (RTB): DEFINITION
9.1 Definition of Ready To Build (RTB)
9.2 Verification of Achievement of RTB

CHAPTER 10 – SALE TO THIRD PARTIES AND MARKETING PROCEDURE
10.1 Rights and Obligations During the Sale
10.2 Joint Leadership in Negotiations
10.3 External Sale Agreements for SPVs

CHAPTER 11 – PROFIT SHARING AND DISTRIBUTION OF FUNDS
11.1 Profit Sharing Formula (50% EDGM / 50% BAIF)
11.2 Distribution of Funds Raised by EDGM or Its Affiliates
11.3 Distribution Procedure
11.4 Reporting and Audit of Funds Raised

CHAPTER 12 – INCENTIVES AND CONSIDERATION
12.1 Grant of EDGM Common Stock Purchase Option to BAIF Upon Effective date of JVA
12.2 Bonus for Each Additional SPA Signed With Third Parties
12.3 Timing and Conditions of Share Transfers

CHAPTER 13 – CONFIDENTIALITY
13.1 Confidentiality Obligations
13.2 Consequences of Breach

CHAPTER 15 – DEFAULT AND REMEDIES
15.1 Events of Default
15.2 Cure of Payment Default
15.3 Termination of the JVA
15.4 Effects of Termination

CHAPTER 16 – [INTENTIONALLY OMITTED]

CHAPTER 17 – FORCE MAJEURE
17.1 Definition of Force Majeure
17.2 Effects and Obligations in Case of Force Majeure

CHAPTER 18 – MISCELLANEOUS
18.1 Notices and Communications
18.2 Assignment of Rights
18.3 Applicable Law and Dispute Resolution (Exclusive Arbitration)
18.4 Legal Costs
18.5 Severability

ANNEX A — PURCHASE PRICE AND DEVELOPMENT COST OBLIGATIONS
A.1 Agreed Purchase Price
A.2 Breakdown of Cash Payments
A.3
Development Cost Obligations
A.4 Deferred Payment Obligations

ANNEX B — DEFINITION OF READY TO BUILD (RTB) AND VERIFICATION CRITERIA

ANNEX C — DEVELOPMENT MILESTONES AND DELIVERABLE-BASED FRAMEWORK

WHEREAS:

A. DC Estate Solutions Cayman Limited, an entity incorporated in the Cayman Islands (the “Joint Venture Company”) owned by Edgemode, Inc. and Blackberry AIF organized to acquire SPVs (as defined below) and to finance the development of the Projects (as defined below) up to the Ready To Build (“RTB”) stage;

B. BLACKBERRY AIF, a commercial company duly incorporated under the laws of Spain “BAIF”), former owner of the equity interests in five special purpose vehicle companies (SPVs) holding the data center projects named DC Córdoba 300 MW, DC Cáceres 300 MW, DC Vianos 300 MW, DC Malpica 300 MW, and DC Torrecampo 300 MW (collectively, the “Projects”) which were sold to DC Estate Solutions Cayman Limited pursuant to the Share Purchase Agreement dated November 6, 2025 (the “SPA”), wishes to collaborate with Edgemode, Inc. for the joint development of such Projects and their subsequent sale to third parties, sharing risks, responsibilities, and benefits equitably; and

C.EDGEMODE, INC., a Nevada corporation (“EDGM”), has the financial capacity to provide the necessary resources for the acquisition of the SPV equity interests and to finance the development of the Projects up to the Ready To Build (“RTB”) stage, and holds a strategic interest in participating in the co-acquisition, co-development, and co-sale of the Projects and wishes to collaborate with BAIF for the joint development of such Projects and their subsequent sale to third parties, sharing risks, responsibilities, and benefits equitably ;

The Parties have previously entered into the SPA and desire to supplement the terms of the SPA pursuant to which the Joint Venture Company acquired the SPV equity interests from BAIF, and now wish to set out the terms and conditions under which EDGM and BAIF will collaborate in the Joint Venture to develop, finance, manage, market, and sell such Projects together;

This agreement (the “Agreement” or “Joint Venture Agreement”) governs the formation, organization, contributions, rights, obligations, governance, profit distribution and exit mechanisms of the Joint Venture, as well as the guarantee mechanisms, conditions precedent, reversal mechanism for equity interests and other ancillary arrangements necessary for effective and orderly cooperation between the Parties;

NOW THEREFORE, in consideration of the foregoing and of the covenants, terms, conditions and agreements contained herein, the Parties agree to enter into this Joint Venture Agreement for the Co-development and Sale of AI Data Centers Projects (hereinafter, the “Agreement”), which shall be governed by the following provisions:

CHAPTER 1 – DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below, whether appearing in singular or plural:

“Pledged Shares” means the SPV equity interests acquired by the Joint Venture Company and pledged on a pro rata basis in accordance with this Agreement, as security for the satisfaction of the Deferred Payment Obligations.

	·	“Annex” means any attachment, appendix, or schedule to this Agreement, including Annex A, Annex B, Annex C, etc.
	·	“Business Day” means any day other than a Saturday, Sunday or public holiday in Spain or in the Cayman Islands on which financial institutions are open for business.
	·	“Cayman Vehicle” or “Joint Venture Company” means DC Estate Solutions Cayman Limited, the entity incorporated in the Cayman Islands in which EDGM and BAIF shall hold equity interests under this Agreement.
	·	“Condition Subsequent” means the Deferred Payment Obligations pursuant to which, in the event of failure to satisfy the Deferred Payment Obligations, the Pledged Shares may be foreclosed on by BAIF on a pro rata basis subject to EDGM’s ability to cure any default under this Agreement.
	·	“Development Costs” means the total sum of expenses incurred or to be incurred to develop the Projects to Ready To Build status, as detailed in Annex A.
	·	“Data Centers” or “Projects” means the five data center projects in Spain covered by this Agreement, specifically defined as DC Córdoba 300 MW, DC Cáceres 300 MW, DC Vianos 300 MW, DC Malpica 300 MW, and DC Torrecampo 300 MW.

	·	“EDGM” means the financial party to this Joint Venture, as represented by its shareholding in the Cayman Vehicle.
	·	“Event of Default” means the occurrence of any act or omission which constitutes a material breach of obligations of either EDGM or BAIF under this Agreement and/or the SPA, and which has not been remedied within the relevant cure periods.
	·	“Joint Committee” means the governing body of the Joint Venture Company in which the partners make decisions in accordance with procedures established in Chapter 5 of this Agreement.
	·	“Deferred Payment Obligations” means all payment obligations of the Purchaser pursuant to this Agreement, including the Agreed Purchase Price and the Development Costs, as detailed in Annex A.
	·	“Agreed Purchase Price” means the total consideration fixed for the acquisition of the SPVs under the SPA and this Agreement, as detailed in Annex A.
	·	“Ready To Build Projects” or “RTB” means that a Project has obtained all necessary permits and licenses, as defined in Annex B, to proceed with its construction and operation.
	·	“SPV” or “Project Company” means each of the companies owning the Projects (DC Estate Córdoba SL, DC Estate Cáceres SL, DC Estate Vianos SL, DC Estate Malpica SL, and DC Estate Torrecampo SL), whose primary purpose is the development of the respective data center.
	·	“SPA” means the Share Purchase Agreement for the SPVs entered into between BAIF as Seller and the Cayman Vehicle as Purchaser dated November 6, 2025, forming an integral part of the contractual framework regulated by this Agreement.
	·	“Third Party” means any natural or legal person other than the Parties and their respective affiliates to whom an SPV or Project is sold.
	·	“Seller” means BLACKBERRY AIF (BAIF), represented by its director as specified in the SPA.
	·	“Party” means BAIF and EDGM.
	·	“Funds Raised by EDGM or Its Affiliates” means any capital or financial resources raised by EDGM or any of its affiliates (including, without limitation, funds obtained from investors (individuals or legal entities, including institutional or retail investors), through issuances of shares, equity rounds, venture capital arrangements, or any other financial instrument) where the SPV assets are utilised as collateral for the investment, that are used directly or indirectly to finance the development of the Projects or to support the Joint Venture, provided that:

		(i) such funds have been received and made available to the Cayman Vehicle (Joint Venture Company); or

		(ii) EDGM has credibly documented that such funds are applied directly to the advancement or financing of the Projects and have been effectively used for such purposes.

Funds that are legally restricted from being used for Project financing are excluded from this definition.

1.2 Interpretation

Unless the context requires otherwise:

(a) Terms defined in the singular include the plural, and vice versa.

(b) Headings, subheadings and titles shall not affect the interpretation of this Agreement.

(c) References to “including,” “includes” or similar expressions shall be construed without limitation to the items expressly listed.

(d) References to laws or regulations shall mean the version in effect on the date of signing and any future amendments to the extent legally applicable.

CHAPTER 1 – DEFINITIONS AND INTERPRETATION (continued)

1.3 Headings

The headings and titles of the sections and subsections of this Agreement are included solely for convenience and shall not affect the meaning or interpretation of the text.

CHAPTER 2 – BACKGROUND AND PURPOSE OF THE JVA

2.1 Background of the Parties

2.1.1 BLACKBERRY AIF (BAIF)

BLACKBERRY AIF is a commercial company duly incorporated under the laws of Spain, with registered address at C/ Virgen de Luján no. 48 bajo derecha, 41011 Seville, Spain, represented in this act by its Director, José Antonio Mora Góngora. BAIF is, since its incorporation, the former holder of the SPVs transferred to the Cayman Vehicle under the SPA for equity interests in the Joint Venture Company that own the respective data center infrastructure projects (“Data Centers”) intended for Artificial Intelligence in Spain (Córdoba, Cáceres, Vianos, Malpica and Torrecampo), and has the technical, operational and management experience in the development of such assets held by the Joint Venture Company.

2.1.2 EDGM and the Cayman Vehicle

EDGM company quoted on the OTC Markets, which, through its ownership in the Joint Venture Company will provide the necessary financing to the Joint Venture Company for the development of the Projects pursuant to the terms of this Agreement and the related agreements to be executed. EDGM, through the Cayman Vehicle, has agreed with BAIF to acquire the equity interests of the SPVs owning the Projects, as well as to contribute the capital necessary to achieve certain operational development milestones.

2.1.3 Nature of the Joint Venture Agreement

The Parties acknowledge that, while maintaining their separate legal autonomy and independence as separate companies, they are shareholders of the Joint Venture Company and wish to collaborate in the execution and joint development of the Projects, through the establishment of a Joint Venture with shared equity participation and for the purpose of combining financial, technical and operational contributions to achieve the common objectives agreed. In this context, this Agreement constitutes the contractual instrument governing the terms and conditions under which the Parties shall coordinate their efforts for the development of the Projects up to their sale to third parties, sharing in an equitable manner the resulting benefits, as set out in this instrument and in the agreements related hereto.

2.2 Purpose of the Agreement

The purpose of this Joint Venture Agreement (“Agreement”) is to establish the bases, terms and conditions under which EDGM and BAIF shall operate and manage the Joint Venture Company and collaborate and coordinate efforts for the co-development of five AI Data Center Projects in Spain held by the Joint Venture Company though its ownership of the SPVs, specifically:

	·	DC Córdoba 300 MW,
	·	DC Cáceres 300 MW,
	·	DC Vianos 300 MW,
	·	DC Malpica 300 MW,
	·	DC Torrecampo 300 MW

collectively, the “Projects.”

This Agreement amends and restates that certain Memorandum of Understanding dated October 15, 2025 by and between EDGM and BAIF (the ‘Binding MOU”). This Agreement sets forth the general framework of cooperation between the Parties to:

Coordinate financing, management and technical execution of the Projects up to Ready To Build (“RTB”) status, as defined in Annex B of this Agreement;
b) Define and regulate the contribution of resources and responsibilities of each Party, including EDGM’s financial contribution and BAIF’s technical management, development and execution;
c) Establish the governance and control rules of the Cayman Vehicle, as well as procedures for decision-making, profit distribution and sale of each of the Projects to third parties;
d) Regulate the reciprocal rights, obligations, incentives and guarantees which protect the contributions of each Party and facilitate compliance with the objectives of the Joint Venture.º

2.2.1 Option to add projects

Subject to approval by the Joint Venture committee, BAIF may at any time in the next 12 months transfer additional SPV’s to the joint venture company up to an additional 1 GW of AI data center capacity.

In the event of BAIF taking up this option EdgeMode will finance the development of the additional SPV’s to ready to build ( RTB). Any payments made by EdgeMode to the Cayman Vehicle for the finance of the additional SPV developments will count towards the minimum gross payments required to be made by EdgeMode.

2.3 Scope of the Co-Development of the Projects

2.3.1 Operational and Financial Scope

The Parties agree that the scope of this Agreement covers all activities necessary to take each Project from its current status to RTB status, including, without limitation:

a) Obtaining permits, urban planning and environmental licenses;
b) Conducting technical studies, designs and engineering projects;
c) Hiring professional and technical services;
d) Organizing and supervising development activities;
e) Coordinating and executing due diligence processes;
f) Preparation and formalization of the sale to third parties of each SPV once RTB is achieved.

2.3.2 Sale to Third Parties and Profit Distribution

Once the RTB status of each Project has been achieved, the Parties shall collaborate in the sale to third parties (external buyers) of the corresponding project company, with the purpose of maximizing value for the partners and obtaining proportional recovery and distribution of profits as established in this Agreement.

2.3.3 Cooperation

During the term of this Agreement, the Parties commit to cooperate in good faith and with the utmost diligence to fulfill the objectives of the Joint Venture.

CHAPTER 2.A – Condition Precedent to Effectiveness of the JVA

	1.	Condition Precedent:
		This Joint Venture Agreement (“JVA”) is expressly conditioned upon the effective notarial public deed filing in Spain for the SPVs in connection with the acquisition of the equity interests of the SPVs owning the Projects under the SPA (the “Notary Filing”).
	2.	Deadline for Satisfaction:
		The Parties agree that such execution of the Notary Filing must occur no later than thirty (30) calendar days from the date of execution of this JVA.
	3.	Effects of Non-Filing Due to Payment Failure:
		a) If the Notary Filing is not filed within the specified period due to EDGM’s failure to make the third payment of $375,000 as described under Annex A.2, this JVA shall not become effective nor shall it create legal rights or obligations between the Parties, unless the Parties agree in writing to extend the period or waive this Condition Precedent in writing.
		b) In such event, subject to EDGM’s 60 day period to cure, the JVA shall automatically lapse, without liability between the Parties for obligations or commitments not performed under this Agreement.
	4.	Waiver:
		Any waiver of this Condition Precedent shall be in writing and signed by both Parties.

CHAPTER 3 – FORMATION OF THE JOINT VENTURE (CAYMAN VEHICLE)

3.1 Formation and Structure of DC Estate Solutions Cayman Limited

3.1.1 The Parties acknowledge and agree that the vehicle through which the joint development of the Projects shall be carried out is DC ESTATE SOLUTIONS CAYMAN LIMITED (the “Cayman Vehicle” or the “Joint Venture Company”), a company duly formed under the laws of the Cayman Islands.

3.1.2 The Joint Venture Company is registered under Company No. CR-427671 and has its registered office at:
****PO Box 10338, Anchor Works, 4th Floor, 13 Genesis Close, Grand Cayman, KY1-1003, Cayman Islands.

3.1.3 The Joint Venture Company was incorporated as a company limited by shares under the laws of the Cayman Islands, with full capacity to carry out any lawful activity not restricted by applicable law. Under Cayman Islands law, such companies have independent legal personality, limited liability for shareholders, and flexibility in managing share capital in accordance with their articles of association.

3.1.4 The Joint Venture Company shall be the entity through which the Parties will manage and coordinate the development of the Projects to Ready To Build (RTB) status, as well as the acquisition and sale of SPV equity interests and any other activities necessary to achieve the purposes of the Joint Venture.

3.2 Initial Shareholding

3.2.1 The initial equity participation in the Joint Venture Company, in accordance with its articles of association and current corporate records, is as follows:
a) EDGM — 50.1% of the share capital and ordinary voting rights;
b) BAIF (BLACKBERRY AIF) — 49.9% of the share capital and ordinary voting rights.

3.2.2 The Parties agree that, notwithstanding the percentage distribution of equity, all material decisions of the Joint Venture Company shall require unanimous approval of the equity holders, such that neither Party can unilaterally decide strategic or essential matters, as further established in Chapter 5 of this Agreement.

3.2.3 The equity interests shall be represented by shares or other capital instruments in accordance with the Joint Venture Company’s articles of association and Cayman Islands law. Each share shall carry economic and voting rights as established in the articles of association.

3.3 Registered Office, Corporate Governance and Legal Compliance

3.3.1 Registered Office and Domicile:
The Joint Venture Company’s registered office shall be in the Cayman Islands at the address recorded in the Companies Register (PO Box 10338, Anchor Works, 4th Floor, 13 Genesis Close, Grand Cayman, KY1-1003, Cayman Islands), or any other address officially notified by the Company in accordance with applicable law.

3.3.2 Governing Law:
The incorporation, existence, powers, and operation of the Joint Venture Company shall be governed by Cayman Islands law governing commercial companies, including the Cayman Islands Companies Law, the company’s articles of association, and shareholder resolutions.

3.3.3 Internal Governance:
The legal administration and representation of the Joint Venture Company shall be entrusted to the Board of Directors or equivalent body appointed pursuant to its articles of association and as further specified in Chapter 5 (Governance, Control and Decision-Making) of this Agreement. The Board shall be responsible for operational and strategic management, subject to unanimous decisions by shareholders where required under this Agreement.

3.3.4 Regulatory Compliance:
The Joint Venture Company shall maintain all corporate records and documentation required by Cayman Islands law, including, without limitation, the register of members, articles of association, minutes of meetings, registers of directors, and any other documentation required by the Registrar of Companies in the Cayman Islands.

CHAPTER 4 – CONTRIBUTIONS OF THE PARTIES

4.1 Financial Contributions of EDGM

4.1.1 EDGM, undertakes to provide the necessary and justified financial resources to the Joint Venture Company as provided under this Agreement for the joint development of the Projects up to their Ready To Build (RTB) status.

4.1.2 EDGM’s financial contributions shall include:

a) The Agreed Purchase Price and the Development Cost Obligations, as set out in Annex A to this Agreement, including cash payments, deferred consideration and any additional capital contributions and/or structured financing in accordance with the agreed schedule.

b) The disbursement of all necessary and justified expenses associated with the development of each Project, such as permits, licenses, technical studies, agent commissions, operating expenses, development provisions, financing expenses, and other reasonable costs essential to achieve RTB status.

c) Financing any guarantee, pledge, deposit or security instrument required under this Agreement or the SPA, to the extent permitted by applicable law and by the Parties’ agreements.

4.1.3 EDGM’s contributions may be made by bank transfer, capital contribution in kind, or other financing mechanisms agreed by the Parties and detailed in the relevant documentation, all in accordance with the approved schedule and disbursement arrangements.

4.1.4 EDGM may, with BAIF’s prior written consent, use external financing sources (including bank debt, securitization issuances or other financial instruments) to cover all or part of the required contributions, provided that such financing does not prejudice the Joint Venture’s purpose or the financial integrity of the Joint Venture Company.

4.2 Contributions of BAIF (Projects, Know-How, Management and Development)

4.2.1 BAIF shall contribute to the Joint Venture:

a) The Projects subject to this Agreement (i.e., the equity interests in the SPVs owning the Data Centers), pursuant to the SPA; and

b) The resources necessary for the technical and operational management and development of the Projects up to RTB status.

This contribution includes the transfer of rights, title, and current Project management held by BAIF prior to the execution of the binding SPA.

4.2.2 BAIF’s contributions, at its sole cost and expense, to the development of the Projects shall include:

a) Comprehensive development management using its specialized technical team, coordinating design, engineering, permits, third-party contracts, technical studies, supervision, and other activities necessary to ensure execution of the development plan.

b) Provision of know-how and specialized technical expertise required for obtaining permits, pre-operational studies, detailed engineering, supervision of contractors, risk management, and compliance with applicable legal and technical requirements.

c) Identification and coordination with external agents, administrative authorities, consultants, engineering firms, technical evaluators, and other professionals necessary for efficient completion of development milestones, in accordance with the agreed schedule.

d) The technical, methodological and operational resources necessary to advance Project development to RTB status under this Agreement and the applicable Annexes.

4.2.3 BAIF shall make available to the Joint Venture the necessary resources to fulfill its development obligations, including technical personnel, processes, methodologies, and other operational tools related to the defined development milestones, with no separate independent consideration apart from what is stipulated in this Agreement and its Annexes.

4.3 Schedule of Contributions

4.3.1 The Parties agree that the contributions described in Sections 4.1 and 4.2 shall be carried out in accordance with the schedule of contributions set forth in Annex C – Development Plan and Milestone Schedule, which defines:

a) The target dates for payments and disbursements in accordance with the financial schedule in Annex A; and

b) The sequence of responsibilities between EDGM’s financial contributions and BAIF’s operational contributions.

4.3.2 Each Party shall make its respective contributions on the dates established and in accordance with the defined milestones, to ensure the timely and justified progress of each Project’s development to RTB status.

4.3.3 In the event that either Party fails to fulfill its contribution obligations in accordance with the approved schedule:

a) It shall be considered an Event of Default subject to remedies and penalties outlined in Chapter 15 (Default and Remedies); and

b) The performing Party may demand specific performance or alternative effects provided under this Agreement to preserve the viability of the Joint Venture.

CHAPTER 5 – GOVERNANCE, CONTROL AND DECISION-MAKING

5.1 Governing Bodies (Joint Committee)

5.1.1 The Parties agree that the supreme governing body of the Joint Venture Company shall be the Joint Committee of Partners (also referred to as the “Board of Shareholders”), composed of representatives designated by each partner in proportion to their shareholding in the Joint Venture Company.

5.1.2 Each partner shall have the right to appoint representatives to the Joint Committee. Such representatives must be natural persons duly authorized and possessing the professional capacity necessary to fulfill their functions.

5.1.3 The Joint Committee shall be responsible for strategic governance of the Joint Venture, including, but not limited to, approval of key decisions, corporate strategies, annual budgets, significant investments, sale of material assets, and other matters established in this Chapter.

5.2 Convening Procedures and Quorum

5.2.1 Convening Shall Occur:
a) By written notice from any partner provided at least fifteen (15) calendar days in advance, except in cases of duly justified urgency; or
b) Whenever any partner requests in writing, specifying the agenda.

5.2.2 Quorum for Meetings:
The Joint Committee shall be validly constituted only when all partners (or their respective representatives) are present or duly represented. No meeting shall be held or validated without the presence or representation of all partners.

5.3 Voting Rights (Unanimity for Key Decisions)

5.3.1 Unless expressly provided otherwise in this Agreement, all decisions of the Joint Committee must be adopted by unanimous vote of all partners (or their representatives). This includes, without limitation:

a) Amendments to the Joint Venture Company’s corporate purpose or business model;
b) Approval of annual budgets and strategic plans;
c) Decisions on significant indebtedness or capital increases;
d) Approval of material contracts with third parties;
e) Any sale, transfer, or commitment of relevant assets; and
f) Decisions regarding distribution of profits other than those provided in this Agreement.

5.3.2 The unanimity requirement ensures that no partner with a majority interest may unilaterally decide key matters.

5.3.3 In the event that a deadlock occurs and no unanimous decision is possible on any matter requiring unanimity:

a) Notice of Deadlock. Any Partner may give written notice of a deadlock (“Deadlock Notice”) to the other Partner(s), specifying the matter subject to deadlock.

b) Mandatory Mediation. Upon delivery of a Deadlock Notice, the parties shall submit the matter to mandatory mediation before an independent mediator agreed between the parties (or if the parties cannot agree within ten (10) days, each party shall appoint one mediator, and those mediators shall jointly appoint a third mediator who shall act as lead). The mediation process shall be completed within thirty (30) days from the appointment of the mediator(s), provided that the mediator(s) may extend this period by written agreement of the parties for a further ten (10) days if good faith efforts to resolve the deadlock continue.

c) Independent Casting Vote for Economic Decisions.

If after the mediation period no unanimous resolution is reached, then for decisions directly affecting economic rights (including the declaration or payment of dividends):

	·	The matter shall be referred to an Independent Director or Independent Expert (Neutral Vote Decider), appointed by mutual agreement of the parties within ten (10) days after the end of the mediation period.
	·	The Independent Director/Expert shall have a casting vote on the matter in question, which shall be final and binding on the parties.

d) Buy-Sell Mechanism (Final Step).
If the Independent Director/Expert is unable to break the deadlock within ten (10) days of appointment, then the parties shall proceed with a buy-sell process as follows:

i. Either party may serve a written offer (“Buy-Sell Notice”) to the other, proposing to either buy all of the other party’s equity interests or sell all of its own equity interests at a specified price per share.

ii. The recipient of the Buy-Sell Notice shall, within ten (10) days, either:

	·	Accept the offer, resulting in the transfer of equity interests as specified; or
	·	Make a counter-offer to purchase all of the equity interests of the offering party at a price no less than the proposed price.

iii. If the recipient of the Buy-Sell Notice fails to respond within the specified period, it shall be deemed to have accepted the original offer.

e) Enforceability. Any transfer of equity interests under this clause shall be executed under applicable law and registered in the relevant corporate books and records, with each party irrevocably agreeing to execute any documents and take any actions necessary to effect such transfer.

f) No Prejudice to Other Rights. This deadlock resolution procedure shall be without prejudice to any other rights or remedies available to the parties under this Agreement, and shall not release any party from its obligations hereunder.

5.4 Veto Rights

5.4.1 General Veto Right:
Each partner shall have a veto right over any decision that must be adopted by unanimous vote pursuant to Section 5.3. As a result, the dissent of any partner shall prevent the approval of such decision.

5.4.2 Exercise of Veto:
The exercise of the veto right must be notified in writing to the other Party, expressly indicating the reasons, without prejudice to the fact that the decision shall be deemed rejected for failing to achieve unanimous approval.

5.4.3 Limits on Veto Exercise:
The veto right shall not apply to decisions of an administrative or routine nature that do not significantly affect the Joint Venture Company’s purpose, strategy, assets, or business plan and which are included in the approved budget or development plan.

5.5 Conflicts of Interest

5.5.1 Disclosure of Conflicts:
Each partner and its representatives must disclose in writing any actual or potential conflict of interest affecting any matter submitted to the Joint Committee before the relevant decision is made.

5.5.2 Abstention:
Where a partner’s representative has a direct conflict of interest in relation to a decision, that representative shall abstain from voting or influencing that decision.

5.5.3 Management of Conflicts:
In the event of a conflict of interest between the Parties or involving a third party, the partners shall make all reasonable efforts to resolve it amicably and cooperatively, maintaining good faith and transparency in deliberations. If no solution is reached and unanimity is not possible under this Chapter, the dispute shall be resolved pursuant to the dispute resolution mechanisms set forth elsewhere in this Agreement (for example, arbitration).

CHAPTER 6 – DEVELOPMENT OF THE PROJECTS

6.1 Roles and Operational Responsibilities of BAIF

6.1.1 BAIF,shall be the partner responsible for the operational, technical and administrative execution of the development of each Project up to Ready To Build (“RTB”) status, in accordance with the definitions in this Agreement.

6.1.2 BAIF shall coordinate and manage the activities necessary for advancement of the Projects, including but not limited to:

a) Managing filings with administrative authorities to obtain permits, urban planning, environmental and sector-specific licenses;

b) Coordinating technical studies, engineering and designs necessary to satisfy RTB requirements;

c) Contracting and supervising third parties (consultants, engineers, technicians and professionals) required for Project development;

d) Managing documentation and ensuring compliance with relevant regulatory requirements for each Project;

e) Implementing internal processes to progress and report Project development to the Joint Venture Company on a periodic basis.

6.1.3 BAIF shall exercise its management duties with reasonable professional diligence, consistent with that of an experienced infrastructure development manager, and shall inform the Joint Venture Company of any material circumstances that may affect normal Project progress.

6.2 Progress Evaluation Toward Ready To Build (RTB)

6.2.1 Definition of Ready To Build (RTB):

A Project shall be deemed in RTB status when BAIF has obtained all permits and administrative authorizations required for the commencement of construction and operation of the Project under applicable law, excluding the financing or financial closing itself.

6.2.2 BAIF shall proactively manage and monitor the Project development process to achieve RTB status and shall provide the Joint Venture Company with relevant information on significant milestones, obstacles or circumstances that may reasonably impact development timelines.

6.3 Deliverables and Progress Tracking

6.3.1 During the development of each Project, BAIF shall deliver to the Joint Venture Company documentation evidencing advancement in the Project’s regulatory and operational requirements, including at minimum:

a) Documentation of permits and licenses obtained that demonstrate compliance with regulatory requirements needed for each development phase up to RTB;

b) Periodic general progress reports on Project development, presented in a format reasonably understandable to maintain the partners informed.

Deliverables and communications shall be provided by BAIF in a reasonable and professional manner, at the form and frequency agreed with the Joint Venture Company to ensure adequate monitoring of progress.

CHAPTER 7 – PROJECT DEVELOPMENT FINANCING

7.1 Financing Obligations of EDGM

7.1.1 EDGM, through the Joint Venture Company (DC Estate Solutions Cayman Limited), accepts primary responsibility for providing the funds necessary to finance development of the Projects up to RTB status, as set forth in this Agreement and Annex A – Agreed Purchase Price and Development Cost Obligations, as amended from time to time by the consent of the Parties.

7.1.2 EDGM’s financing obligations shall include:

a) Disbursement of funds agreed in the payment schedule in Annex A to execute cash payments, deferred payments and other capital contributions or financing agreed for Project development;

b) Provision of resources necessary to cover necessary and justified development costs up to RTB (including permits, licenses, technical studies, commissions, development provisions, financing costs, and other reasonable costs directly associated with Project advancement).

7.1.3 No obligation of financing assumed by EDGM under this Chapter shall be interpreted as an obligation to acquire additional equity interests outside those expressly agreed in the SPA or to make capital contributions not contemplated in Annex A or agreed unanimously by the Parties in writing.

7.2 Budget and Disbursements

7.2.1 Financing of each Project’s development shall be managed in accordance with the financial budget established in Annex A and the disbursement schedule set forth therein.

7.2.2 EDGM shall effect capital and fund disbursements in accordance with the dates and conditions stipulated in the Annex A payment calendar, in line with development milestones and needs.

7.2.3 All disbursements under this Agreement shall be accounted for by the Joint Venture Company in accordance with applicable accounting principles and with transparency to the Joint Committee of Partners.

7.2.4 Budget execution shall be subject to joint review by the Parties, who may agree to adjust budgetary items by unanimous decision of the Joint Committee, to conform the financial plan to reasonable development circumstances.

7.3 Handling Additional or Unforeseen Costs

7.3.1 During Project development, additional or unforeseen costs may arise that are not detailed in the original budget of Annex A, provided that such costs are necessary and properly justified.

7.3.2 BAIF shall notify the Joint Venture Company in reasonable advance of any additional or unforeseen cost that may materially affect the development budget.

7.3.3 The Parties shall jointly assess any such additional costs proposed by BAIF, and agree on the manner of financing those costs based on Project needs and the Joint Venture Company’s financial capacity.

7.3.4 Financing of additional or unforeseen costs shall only proceed after unanimous approval of the Joint Committee, unless the Parties agree in writing to an alternative financing mechanism for specific cases.

7.3.5 If unanimous approval is not reached to finance an additional cost, the Parties may explore alternative solutions (including reallocation of budgeted funds or adjustments to development scope), always with the aim of preserving the Joint Venture’s viability without compromising its overall balance.

7.4 Bridge Financing or Additional Credit (Negotiated Case-by-Case)

7.4.1 In situations requiring bridge financing, lines of credit, structured debt, or other financial instruments beyond the capital contributions provided in Annex A, EDGM and BAIF shall negotiate in good faith terms and mechanisms for necessary financing.

7.4.2 Any bridge financing or additional credit obtained by the Joint Venture Company shall be contracted only with the unanimous approval of the Joint Committee, including selection of financial terms, schedules, collateral or guarantees associated with such instruments.

7.4.3 Such financing shall not alter the fundamental obligations of the Parties under this Agreement nor shall it automatically modify the equity participation of EDGM or BAIF in the Joint Venture Company, except by written agreement approved unanimously.

7.4.4 Income, obligations, and costs arising from any bridge financing or additional credit shall be managed within the Joint Venture Company’s financial framework with full transparency and oversight by the Joint Committee.

CHAPTER 8 – TRANSFER OF THE SPVs AND PRECONDITIONS

8.1 Binding SPA for the Sale of Equity Interests

8.1.1 The SPA shall be supplemented and modified by the terms of this Agreement.

8.1.2 The SPA shall remain binding on the Parties.

8.1.3 The SPA and this Agreement shall expressly govern the SPVs, as well as the effects of partial performance or non-performance under the agreed terms.

8.2 Condition Subsequent and Pledge of Shares

8.2.1 Condition Subsequent:
The equity interests of the SPVs (the “Pledged Shares”) are subject to a stock pledge in favor of BAIF subject to EDGM making aggregate cash payments and contributions to the Joint Venture Company (including all payments under the SPA) up to $8,750,000 (the “Minimum Gross Payments”). In the event EDGM fails to make such payments, subject to a 60 day cure period, BAIF may foreclose on the Pledged Shares on a pro rata basis. The Parties acknowledge that the pledge shall be satisfied on a pro rata basis. For example if EDGM defaults after 12 months and has already paid 50% of its Minimum Gross Payments and remains in default for more than 60 days post default notice, then 50% of the Pledged Shares would be subject to foreclosure. BAIF may not foreclose on any Pledged Shares for missed payment in the event BAIF has committed an Event of Default.

8.2.2 Pledge of Shares:
The Cayman Joint Venture shall grant in favor of BAIF an irrevocable pledge over the equity interests of the Pledged Shares, which shall remain as security on a pro rata basis for the satisfaction of all Minimum Gross Payments. The total payment obligations under the SPA and this Agreement are capped at a máximum of $8,750,000 USD. BAIF irrevocably agree to terminate/rescind the pledge when this obligation has been fulfilled. BAIF shall provide release of the Pledged Shares on a pro rata basis as payments are made by EDGM under this Agreement.

8.2.3 The pledge over the Pledged Shares shall be perfected in accordance with applicable legal requirements, including entry in the relevant shareholder registers and any other instruments necessary to ensure legal effectiveness.

8.2.4 Additional Pledges and Priority of Security

a) Restriction on Additional Liens: Neither Party, nor the Joint Venture Company, nor the Cayman Vehicle shall grant, permit or authorize in any manner any additional pledge, lien, guarantee, mortgage, charge or retention right over the SPV equity interests (including the pledged equity interests securing deferred consideration) without prior written consent of all partners of the Joint Venture Company.

b) Exclusive Priority of Original Pledge: The pledge established in favor of BAIF under Clause 8.2 shall be understood as the exclusive principal security for the Deferred Payment Obligations. Any subsequent lien granted without the consent of BAIF, which shall not be unreasonably withheld, shall be null and void with respect to BAIF’s preferred rights over the Pledged Shares, and shall neither prevent nor limit BAIF’s rights to enforce or revert such interests pursuant to this Agreement and the SPA. The Parties acknowledge that the Joint Venture Company intends to use the SPV assets as security for loans and capital raising activity.

c) Notice of External Liens: If any third-party lien, encumbrance or charge arises over the SPV equity interests without required unanimous consent, the equity holder (including the Cayman Vehicle) shall notify the other Party (and BAIF if appropriate) in writing within three (3) Business Days of becoming aware. Such external lien shall not affect the validity of BAIF’s reversion and enforcement rights.

d) Subrogation and Coordination of Guarantees: If any third-party lender were to perfect a lien over equity interests with consent of the Joint Venture Company, and such lien does not comply with this Clause, the lender shall be subrogated only in a subordinated right after satisfaction of all obligations secured by the original pledge to BAIF and any other preferential rights set forth in this Agreement or the SPA.

8.3 Reversion of Equity Interests

8.3.1 Should the EDGM default on any payment, BAIF may foreclose on the pro rata Pledged Shares subject to a 60 day cure period. and the Pledged Shares shall revert to BAIF, who shall recover all economic and voting rights without further acceptance by the Joint Venture Company.

8.3.3 This Clause 8.3 shall not prevent the Seller from exercising any other rights and remedies (contractual or legal) to claim damages or any other compensation arising from the Purchaser’s non-performance under the SPA.

8.3.4 Proportional Reversion of Equity Interests and Enforcement of Security over the SPVs

8.3.4 Reversion and Enforcement of Guarantees Related to the SPVs

8.3.4.1 Direct Pledge of SPV Interests

For the purpose of securing EDGM’s performance of all of its payment obligations under this Agreement (including, without limitation, the Agreed Purchase Price and Development Costs), EDGM and the Joint Venture Company shall irrevocably grant in favor of BAIF a direct and first-ranking pledge over the equity interests of each SPV in which the Joint Venture holds an interest (the “Pledged SPV Equity Interests”), pursuant to this Article 8.3 and applicable law, so that BAIF may directly recover such interests in the SPVs in the event of EDGM’s default.

8.3.4.2 Perfection of the Pledge over the SPVs

a) The Pledged SPV Equity Interests shall be pledged in favor of BAIF by means of pledge instruments that comply with the applicable law of each SPV and shall be registered in the relevant corporate records of each SPV in accordance with law, ensuring that the pledge is fully enforceable against third parties.
b) BAIF or its designated representative shall have access to the corporate documentation of each pledged SPV, including certified copies of the pledged interests, share certificates and shareholder registers, for purposes of monitoring and perfecting the security.

8.3.4.3 Calculation of Proportional Reversion of SPV Interests

Without prejudice to any other reversion, indemnity or enforcement rights of security provided for in this Joint Venture Agreement or in the SPA, the proportional reversion of the Pledged SPV Equity Interests shall be determined in accordance with the following formula:

Percentage of SPV Interests Recoverable by BAIF

= )1 – (Amount Paid by EDGM ÷ Total Commitment of EDGM))

Where:

a) Amount Paid by EDGM means the total sum of payments actually made by EDGM to the date of default, including payments attributable to the Agreed Purchase Price and Development Costs, duly evidenced to BAIF and the Joint Venture Company.
b) Total Commitment of EDGM means EDGM’s maximum obligation under Annex A of this Joint Venture Agreement (currently USD 8,750,000).

8.3.4 Enforcement of the Reversion of SPV Interests upon Default

a) Unilateral Right to Enforce upon Default — In the event that EDGM is in default of its payment obligations under this Joint Venture Agreement and such default is not cured within 60 calendar days after written notice of default by BAIF, BAIF shall have the unilateral and irrevocable right to effect the proportional reversion of the Pledged SPV Equity Interests, calculated in accordance with Article 8.3.3, without requiring the consent, approval, signature, authorization or cooperation of EDGM or the Joint Venture Company.

b) Notice to Notary and Direct Recovery — After the cure period has lapsed without remediation, BAIF may deliver to the Notary Public designated by BAIF:
(i) a Notice of Default;
(ii) the applicable calculation of Reversion; and
(iii) documentation evidencing the Event of Default.
The Notary Public shall then be authorized to order and effect the direct transfer of the Pledged SPV Equity Interests to BAIF or an entity designated by BAIF, without the need for any further act by EDGM, the Joint Venture Company or any SPV.

c) Effects of the Notarial Order — Any notarial order executing the transfer of interests pursuant to this Article shall have the same legal effect as a voluntary transfer of interests, resulting in the immediate ownership of all economic, governance and voting rights associated with the transferred SPV interests. Such transfer shall be immediately recorded in the corporate records of the respective SPVs and other applicable registries in accordance with applicable law.

d) Obligation to Recognize and Effect the Transfer — EDGM, the Joint Venture Company, and the pledged SPVs, as well as any officer, agent, corporate secretary or other person responsible for the corporate books and records or shareholder registers of the SPVs, are irrevocably obligated to recognize, accept, record and effect the transfer ordered by the Notary pursuant to this Article, without right to object, delay, block or challenge such execution before any jurisdiction, court or administrative authority.

e) Protection Against Holding Company Creditors — The transfer of the Pledged SPV Equity Interests pursuant to this Article shall be understood to be separate and independent from the assets or liabilities of the Joint Venture Company (holding), and shall not be affected, subordinated or challenged by creditors of the holding, nor by any subsequent financings that such holding may have entered into with third parties.

8.4 Costs and Taxes Associated

8.4.1 Formalization Costs:
All BAIF costs, charges, fees, taxes, notarial and registration expenses arising from this Agreement, the creation of pledges over shares, and other direct legal or administrative requirements related to the SPV transfers shall be borne by EDGM up to $15,000 USD, unless otherwise expressly agreed by the Parties.

8.4.2 Taxes and Levies:
The Parties shall comply with applicable taxes on the transfer of equity interests (including transfer taxes where applicable). The Purchaser shall fulfill all tax obligations as the acquirer and assume any tax burdens associated with transfer of SPV equity interests, indemnifying the Seller from such liabilities.

8.4.3 Cooperation for Tax Compliance:
The Seller and the Purchaser shall cooperate in good faith to satisfy all fiscal reporting, return filing and tax authority requirements in the jurisdictions involved, providing documentation and coordinating settlement and audit procedures in accordance with applicable law.

CHAPTER 9 – READY TO BUILD (RTB): DEFINITION

9.1 Definition of Ready To Build (RTB)

9.1.1 For the purposes of this Agreement, a Project shall be considered in RTB status when BAIF has obtained all administrative permits, licenses and authorizations necessary for such Project to begin construction without significant regulatory or administrative obstacles. For clarity, RTB status shall be achieved when applicable legal and regulatory requirements for construction are effectively met, including:

a) Definitive construction permits;
b) Urban planning compatibility certifications;
c) Environmental and sector-specific licenses and authorizations;
d) All other administrative authorizations whose absence would legally prevent or materially risk construction work commencement.

9.1.2 Without limitation, RTB status shall include evidence of:

i) final construction permits;
ii) urban planning compliance;
iii) environmental and regulatory licenses;
iv) construction licenses or equivalents required by competent authorities;
v) any other authorization whose absence legally prevents start of construction.

9.2 Verification of Achievement of RTB

9.2.1 When BAIF considers that a Project meets RTB requirements, it shall notify EDGM in writing with supporting documentation evidencing valid and enforceable permits and licenses required for construction.

9.2.2 EDGM may reasonably verify RTB compliance based on the documentation provided, limited to confirming that required permits and authorizations have been duly obtained and are enforceable as of submission date.

9.2.3 If EDGM deems documentation sufficient and that the Project objectively satisfies RTB conditions, it shall formally acknowledge in writing achievement of RTB. From that date, the Project shall be formally considered RTB for all purposes of this Agreement.

9.2.4 If EDGM reasonably identifies that BAIF’s documentation does not meet RTB requirements, it shall notify BAIF in writing, detailing specific deficiencies. BAIF shall have a reasonable period to remedy such issues and supplement documentation.

CHAPTER 10 – SALE TO THIRD PARTIES AND MARKETING PROCEDURE

10.1 Rights and Obligations During the Sale

10.1.1 Rights of the Partners:
The partners of the Joint Venture Company shall have the right to participate actively in the entire marketing and sale process of any SPV, regardless of whether the Project has achieved Ready To Build (RTB) status or not. The sale may be initiated whenever the Joint Committee of Partners deems it strategically opportune to maximize the value of the SPV and the interests of the Joint Venture, including the possibility of transactions prior to RTB.

10.1.2 Obligations of Good Faith:
Each partner must act in good faith and with due diligence in facilitating the sale of the SPV, in particular by:

a) Providing necessary information reasonably required by potential buyers;
b) Cooperating in preparing marketing materials, presentations, teasers or other common documents used in the marketing process;
c) Refraining from any act that unjustifiably obstructs the sale process or is contrary to the Joint Venture’s interests.

10.1.3 Exclusivity During Active Negotiations:
While an SPV is under active negotiation with a qualified buyer (for example, after receiving a non-binding proposal or letter of intent), the Joint Venture Company may not enter into parallel negotiations with other third parties without the unanimous consent of the Joint Committee of Partners.

10.2 Joint Leadership in Negotiations

10.2.1 Joint Negotiation:
The sale of any SPV must be led jointly by EDGM and BAIF, acting through the Joint Venture Company and in strategic coordination. Neither partner may unilaterally impose negotiation terms on the other. This includes:

a) Evaluation of binding offers or purchase proposals;
b) Negotiation of general terms and conditions of the sale agreement;
c) Consideration of payment mechanisms, compensation structures, closing conditions and any other critical terms agreed with the buyer.

10.2.2 Decision to Sell:
The final decision to sell an SPV to a third party, as well as the selection of the definitive offer, shall require unanimous approval of the Joint Committee of Partners, in accordance with the governance regime established in this Agreement. This ensures that sale decisions are made by consensus, protecting the interests of both Parties.

10.3 External Sale Agreements for SPVs

10.3.1 Formalization of the Sale:
The sale of an SPV to a third party shall be formalised through an External Share Purchase Agreement (“External SPA”), governing the transfer of the SPV equity interests to the buyer, which shall include at minimum:

a) Full identification of the SPV subject to sale;
b) The price and agreed form of payment;
c) Representations and warranties customary between the parties;
d) Conditions precedent and/or suspensive conditions necessary for execution of the closing.

10.3.2 Closing Conditions:
Execution of an External SPA shall be conditioned upon the unanimous approval of the Joint Committee of Partners and compliance with all legal, regulatory and contractual requirements necessary for transfer of the SPV equity interests to the buyer, including but not limited to administrative authorisations and contractual consents that the Parties may deem necessary by unanimous vote to protect the Joint Venture’s interests.

CHAPTER 11 – PROFIT SHARING AND DISTRIBUTION OF FUNDS

11.1 Profit Sharing Formula (50% EDGM / 50% BAIF)

11.1.1 Unless otherwise expressly agreed in writing by unanimous decision of the Joint Committee of Partners, net profits generated by the sale of an SPV shall be shared between EDGM and BAIF in the proportion of 50% for EDGM and 50% for BAIF, as agreed in this Agreement and according to the profit participation principle agreed by the Parties.

11.1.2 For purposes of this Chapter, net profits means the total amount received from the sale of an SPV, less:

a) Costs, expenses, taxes, fees, SPA sale agreement bonus as defined in 12.2.1 and withholdings directly attributable to the Joint Venture Company and arising from the sale; and

b) Additional necessary and documented costs or expenses authorised by the Joint Committee for that specific transaction.

Net profit shall be determined objectively based on the Joint Venture Company’s official accounting records, adjusted in accordance with applicable accounting and tax standards.

11.1.3 Profit sharing under this Clause shall not affect or modify the contribution and financing rules established in Chapter 7 of this Agreement, which shall remain in force until all development costs are properly accounted and settled as agreed by the Parties.

11.2 Distribution of Funds Raised by EDGM or Its Affiliates

11.2.1 Delivery and Distribution Obligation:
Whenever EDGM or any of its affiliates raises funds as defined in this Agreement (“Funds Raised by EDGM or Its Affiliates”), and such funds are made available to the Joint Venture Company or directly applied to project development, EDGM shall, without prior authorisation from the Joint Committee of Partners

deliver 100% of such funds to the Joint Venture Company, to the extent they have not already been applied to current Joint Venture obligations or retained in accordance with this Agreement.

11.2.2 For purposes of this Agreement, Funds Raised by EDGM or Its Affiliates and contributed to the Joint Venture Company shall have no effect on the equity ownership of the Joint Venture Company. Such funds shall not be treated as debt or unilateral contributions by EDGM unless otherwise agreed in writing by the Parties.

11.2.3 The obligation to deliver and distribute funds raised shall not be construed as compromising the Joint Venture Company’s operational or financial continuity. The Joint Venture Company shall retain only the amount of funds necessary and duly documented to cover contractual, budgetary and Joint Committee-approved obligations per this Agreement.

11.3 Distribution Procedure

11.3.1 Receipt of Funds:
All payments from SPV sale proceeds or intermediate fund raising (under Clause 11.2) shall be received into the Joint Venture Company’s designated bank accounts.

11.3.2 Calculation of Net Profits:
Upon receipt of funds from the sale of a SPV, the Joint Venture Company’s financial administration shall prepare a statement of net profit distribution according to the 50% EDGM / 50% BAIF ratio without additional approval from the Joint Committee.

11.3.3 Mandatory Distribution:
The Joint Venture Company shall distribute net profits to EDGM and BAIF within ten (10) Business Days of receipt of funds into the Joint Venture Company’s accounts, in accordance with the established ratio, without requiring further unanimity from the Joint Committee.

11.3.4 Execution of Payments:
Payments shall be made into each partner’s designated bank accounts within the timeframe of Clause 11.3.3, respecting the 50/50 allocation.

11.4 Reporting and Audit of Funds Raised and the Joint Venture Company

11.4.1 EDGM and/or any affiliate that raises funds intended for Project development or subject to distribution must notify the Joint Venture Company and BAIF in writing within five (5) Business Days of receipt or application of such funds.

The notice must include:

i) Total amount raised;
ii) Date received;
iii) Source identification of the funds (investor, instrument type, conditions received); and
iv) Planned or actual use of such funds.

11.4.2 Supporting Documentation:
EDGM shall provide bank statements, copies of fund-raising agreements (respecting confidentiality), and evidence of transfer or application of funds to the Joint Venture Company or Project development.

11.4.3 Audit Rights:
Each Party shall have the right to request an audit of the accounting and financial records relating to (1) funds raised by EDGM or its affiliates to verify receipt and application under this Agreement, (2) each SPV, and (3) the Joint Venture Company.

The audit shall be conducted by an independent auditor chosen by unanimous Joint Committee decision or, failing that, by an auditor selected by BAIF if EDGM does not cooperate within ten (10) days of request.

11.4.4 Audit Costs:
a) Unless the auditor finds significant errors or breaches in use or reporting of funds, audit costs shall be borne by the Joint Venture Company.
b) If misuse or inaccurate reporting is confirmed, the responsibly Party or its responsible affiliate shall bear audit costs and the event may constitute an Event of Default.

CHAPTER 12 – INCENTIVES AND CONSIDERATION

12.1 Grant of EDGM Option to Purchase Shares to BAIF

12.1.1 Compensation for Signing this Agreement:
As part of the economic consideration and incentive for entering into this Agreement—EDGM agrees to compensate BAIF (or any person or entity designated in writing by BAIF) with:

a) USD 3,500,000 (three million five hundred thousand US dollars) payable in accordance with the milestone payment schedule set out in Annex A of this Agreement, aligned with the SPA principal’s condition subsequent mechanics; and

b) 250,000,000 (two hundred fifty million) EDGM option grant, fully vested , to be delivered to BAIF (or its designated recipient) concurrently with execution of this Agreement, the form of Stock Option Agreement mutually agreed to by the Parties.

The delivery of the Option grant shall be considered part of the overall consideration supplementing the cash payment agreed in the SPA and this Agreement..

12.2 Bonus for Each SPA Signed With Third Parties

12.2.1 Benefits for Individual SPV Sale Agreements:

In addition to the consideration described in Clause 11.1, for each separate new SPA (specifically entered into between the Joint Venture Company (owned by EDGM and BAIF) and a third party for the sale of any SPV (“Additional SPA”), BAIF shall automatically be entitled to

a) USD 10,000,000 (ten million US dollars) payable by the Joint Venture Company on the date of completion of the sale of that Additional SPA subject to a minimum sale price of $200,000,000 USD per SPA; and

12.2.2 Nature of the Consideration:
The cash amounts and option grant under this Clause 12.2 shall be considered specific incentives for execution of each SPA with third parties and shall be regarded as BAIF’s acquired rights upon completion.

CHAPTER 13 – CONFIDENTIALITY

13.1 Confidentiality Obligations

13.1.1 Definition of Confidential Information:
For the purposes of this Agreement, “Confidential Information” means all technical or non-technical information that one Party (Disclosing Party) discloses or makes available to the other Party (Receiving Party) in relation to the Joint Venture’s activities, including but not limited to:

a) Commercial, financial, technical and strategic information;
b) Business plans and Project development strategies;
c) Procedures, methodologies, know-how, studies, analyses, and documents;
d) Data relating to clients, suppliers, investments, corporate structures and Projects in development;
e) Any other information that, by its nature or context, should reasonably be regarded as confidential or trade secret.

13.1.2 Non-Disclosure Obligations:
Each Party agrees:

a) Not to disclose, publish or communicate Confidential Information to third parties without prior written consent of the Disclosing Party; and
b) Not to use Confidential Information for purposes other than strictly necessary for performance of this Agreement or Joint Venture activities, except with written authorization of the Disclosing Party.

13.1.3 Exceptions to Confidentiality:
Information shall not be deemed Confidential Information if:

a) It is or becomes publicly available without breach of this Agreement;
b) It is legitimately obtained from third parties without confidentiality obligations;
c) It is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information;
d) It must be disclosed by (i) court order or legal requirement, provided the Receiving Party gives prior notice to the Disclosing Party to allow protective measures or (ii) or EDGM’s reporting obligations with the OTC Markets and SEC.

13.1.4 Duration of Confidentiality Obligations:
The confidentiality obligations set out in this Clause shall remain in force from the date of this Agreement and continue for two (2) years after its termination, unless the Parties agree in writing to a different duration.

13.1.5 Penalties for Breach of Confidentiality:

a) Indemnification: Without prejudice to other remedies, the breaching Party shall indemnify the other for all actual and demonstrable damages, including direct economic loss, loss of profit and reasonable remediation costs.

c) Equitable Remedies: The non-breaching Party shall have the right to seek injunctive relief or equitable remedies to prevent further unauthorized disclosures, without having to prove that the contractual penalty is the sole available remedy.

d) Mitigation and Cooperation: The non-breaching Party shall use reasonable efforts to mitigate any damage resulting from a breach, and the breaching Party must cooperate fully with any remediation efforts.

e) No Exclusion of Other Remedies: Nothing in this Clause shall limit the right of a Party to pursue any other contractual or legal remedy, including claims for damages exceeding the contractual penalty, provided such damages are demonstrable under applicable law.

CHAPTER 13.2 – Consequences of Breach

13.2.1 Remedies and Sanctions:
Failure to comply with confidentiality obligations may give rise to:

a) Claims for damages, including loss of profits and other economic harm;
b) Injunctive or provisional relief to prevent further unauthorized acts;
c) Specific indemnities as determined under applicable law and contractual penalty provisions.

CHAPTER 15 – DEFAULT AND REMEDIES

15.1 Events of Default

An “Event of Default” occurs when:

a) A Party materially fails to perform any substantial obligation under this Agreement, including capital contributions, financing, development duties, payments or documentation;
b) The default is not rectified within the applicable cure period 60 days;
c) Either Party becomes insolvent, enters bankruptcy, or undergoes liquidation or insolvency proceedings not dismissed within a reasonable time;
d) Transfer or attempted transfer of rights or obligations without required unanimous consent;
e) Material breach of representations and warranties;
f) EDGM fails to pay amounts under this Agreement in accordance with the schedule in Annex A—this shall constitute an Event of Default under this JVA.

15.1.f.i If EDGM fails to pay under this Agreement and does not cure within the 60 day cure period, BAIF may:

i) Exercise the resolutory provisions linked to the SPA, triggering reversal mechanisms; and
ii) Recover, for itself or a designated entity, a proportional portion of SPV equity interests equivalent to the percentage of the unpaid Agreed Purchase Price and Development Costs — calculated proportionally to the value of such unpaid amounts relative to total consideration per SPV. For example if EDGM has paid 50% of its commitment under Annex A then only 50% of the SPV equity may be recovered under a foreclosure.

EDGM shall not be subject to an Event of Default for missed payment in the event BAIF has committed an Event of Default or payments have been suspended due to the failure of the Joint Venture Company to sign an agreement for the sale of a SPV within 12 months form the date of this Agreement (the “Payment Suspension”). EdgeMode may only suspend payments of development costs until the total agreed purchase Price of $3,500,000 USD defined in A.1 has been paid in full.

15.2 Cure of Payment Default

15.2.1 EDGM acknowledges that timely compliance with payment schedules in Annex A is essential. Any late payment, subject to a 60 day cure period or Payment Suspension or BAIF Event of Default, constitutes an EDGM Event of Default subject to termination and reversal mechanisms.

15.2.2 Failure to pay by the due date triggers a cure obligation within 60 calendar days from notice of default.

15.3 Termination of the JVA

15.3.1 Termination for Default:
If the defaulting Party fails to cure within the cure period, the Affected Party may terminate this Agreement with written notice, applying remedies provided herein and under the Principal SPA.

15.3.2 Termination by Mutual Agreement:
The Parties may mutually agree in writing to terminate this JVA at any time, defining effects of such termination.

15.3.3 Termination for Force Majeure:
This Agreement may be terminated if a Party shows a Force Majeure event permanently impedes performance beyond a reasonable agreed period.

15.4 Effects of Termination

15.4.1 Liquidation Obligations:
Upon termination for any reason:

a) Parties shall immediately cease Joint Venture activities;
b) Perform orderly settlement of pending operations under applicable law;
c) Distribute liquid assets and residual balances in accordance with profit-sharing and obligations under this Agreement.

15.4.2 Preservation of Rights:
Termination does not affect previously acquired rights or surviving obligations (including confidentiality or indemnity commitments).

15.4.3 Reversion of Equity Interests or Assets:
Termination may trigger equity reversions, rights or assets pursuant to this JVA, the Principal SPA and other binding documents.

CHAPTER 16 – [INTENTIONALLY OMITTED]

CHAPTER 17 – FORCE MAJEURE

17.1 Definition of Force Majeure

17.1.1 For the purposes of this Agreement, “Force Majeure” means any event or circumstance that:

a) Is extraordinary and beyond the reasonable control of the affected Party;
b) Could not have been prevented or overcome by reasonable measures; and
c) Significantly delays, prevents or hinders performance of contractual obligations.

17.1.2 Examples of Force Majeure Events:
Events considered as Force Majeure include (non-exhaustive list):

a) Natural disasters (earthquakes, hurricanes, floods, major fires);
b) War, invasion, hostilities, terrorism, civil unrest;
c) Epidemics, pandemics or public health emergencies;
d) Government actions, embargoes, expropriations;
e) General strikes affecting essential performance obligations; and other recognized Force Majeure events.

17.2 Effects and Obligations in Case of Force Majeure

17.2.1 The Party affected by a Force Majeure event shall:

a) Promptly notify the other Party in writing with details of the event and impacted obligations; and
b) Provide evidence supporting the event and its impact.

17.2.2 During the Force Majeure period:

a) Obligations impacted by the event shall be suspended without constituting breach;
b) The affected Party shall use reasonable efforts to mitigate effects and resume performance as soon as possible.

17.2.3 Upon cessation of Force Majeure:

a) The affected Party shall notify the other Party in writing;
b) Contractual performance shall resume, and Parties may reasonably negotiate timeline adjustments.

CHAPTER 18 – MISCELLANEOUS

18.1 Notices and Communications

18.1.1 All communications, notices or messages under this Agreement shall be in writing and considered delivered if sent by certified mail with acknowledgment, courier, fax with confirmation, or email with delivery confirmation to designated contact addresses.

18.1.2 Notices shall be deemed received:

a) On delivery if personally delivered;
b) Three (3) Business Days after mailing or courier;
c) On the date of confirmed fax or email delivery.

18.2 Assignment of Rights

18.2.1 Neither Party may assign, transfer, subcontract or delegate its rights or obligations without prior written consent of the other Party.

18.2.2 Any assignment without compliance shall be void.

18.3 Applicable Law and Dispute Resolution (Exclusive Arbitration)

18.3.1 Applicable Law:
This Agreement and all disputes arising from it shall be governed by the substantive law of Spain, excluding conflict of law rules.

18.3.2 Exclusive Arbitration:
a) All disputes, controversies or claims arising out of or in connection with this Agreement, including its validity, interpretation, enforcement, breach or termination, shall be finally resolved by international arbitration, and Parties expressly waive recourse to ordinary courts except for enforcement of arbitral awards or provisional measures.
b) Arbitration shall be administered by the International Chamber of Commerce (ICC) under its arbitration rules.
c) The arbitral tribunal shall consist of one (1) sole arbitrator unless otherwise agreed.
d) Seat of arbitration shall be Madrid, Spain, and the language of arbitration shall be Spanish.
e) The tribunal shall apply the substantive law of Spain.

18.3.3 Provisional Measures:
Nothing prevents either Party from seeking interim relief from competent courts to protect rights before or during arbitration.

18.4 Legal Costs

18.4.1 Prior Costs:
Each Party shall bear its own legal and advisory costs unless otherwise specified.

18.4.2 Costs of Enforcement:
Reasonable legal or arbitration costs incurred to enforce this Agreement may be recovered as damages if decided by the arbitral tribunal.

18.5 Severability

18.5.1 If any provision is invalid or unenforceable, it shall not affect the remainder of this Agreement.

18.5.2 Parties shall negotiate in good faith to replace any invalid provision with one that matches original economic and commercial intent, to the extent permitted by law.

IN WITNESS WHEREOF, the Parties hereto have executed this Joint Venture Agreement for AI Data Centers Projects as of the date first written above, in two (2) original counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

For and on behalf of
EDGEMODE, INC.

By: /s/Charles Faulkner
Name: Charles Faulkner
Title: CEO
Date: 22nd January 2026

For and on behalf of
BLACKBERRY AIF

By: /s/Jose Antonio Mora Góngora
Name: Jose Antonio Mora Góngora
Title: CEO
Date: 22th January 2026

For and on behalf of
DC Estate Solutions Cayman Limited

By: /s/Charles Faulkner
Name: Charles Faulkner
Title: Director
Date: 22nd January 2026

ANNEX A —PURCHASE PRICE AND DEVELOPMENT COST OBLIGATIONS

A.1 Agreed Purchase Price

For the purposes of the SPA and this Agreement

the Agreed Purchase Price for the SPVs and the financing obligations under the Agreement is established as follows:

Total Agreed Purchase Price: USD 3,500,000 (three million five hundred thousand United States dollars) pursuant to the payment schedule as set forth under A.2.

This amount represents the total consideration to be paid for the equity interests of each SPV subject to sale in accordance with the conditions and payment schedule set forth in Section A.2 of this Annex.

A.2 Breakdown of Cash Payments

The Agreed Purchase Price shall be paid in cash by the Purchaser according to the following milestone-based payment schedule:

	1.	First Payment: USD 250,000 — previously paid upon execution of the Binding MOU.
	2.	Second Payment: USD 250,000 — previously paid upon execution of the SPA.
	3.	Third Payment: USD 375,000 — to be made upon filing of the Notary Filing.
	4.	Fourth Payment (Deferred Monthly): USD 2,625,000 — payable in monthly installments of USD 125,000 commencing on March 1, 2026 and continuing until the entirety of the outstanding amount has been paid in full.

All such payments shall be considered an integral part of the Agreed Purchase Price and constitute essential obligations of the Purchaser under the SPA and this Agreement. The amounts shall be paid by bank transfer to the accounts designated by the Seller in the SPA.

A.3 Development Cost Obligations

In addition to the Agreed Purchase Price defined in previous sections, the Purchaser undertakes to assume and pay 100% of the justified costs associated with development of each Project up to Ready To Build (RTB) as per the agreed Budget and payment Schedule attached as Annex C status, including, without limitation:

a) Costs of processing and obtaining permits and licenses (urban planning, environmental, sector-specific or regulatory, as applicable);
b) Costs of technical and engineering studies (including basic, detailed and specialised technical studies);
c) Commissions to agents, consultants, advisors and any third parties necessary to achieve development milestones;
d) Miscellaneous expenses directly related to advancing the Projects toward RTB status;
e) Financial costs, provisions and extraordinary expenses necessary to satisfy technical and regulatory requirements of development.

Such development costs shall be properly documented by BAIF or the Purchaser and shall form an integral part of this Annex.

A.4 Deferred Payment Obligations

Deferred Payment Obligations shall mean those payment obligations of the Purchaser arising from the Agreed Purchase Price and the Development Cost Obligations that are satisfied in deferred form in accordance with the payment schedule in Section A.2 and the financial terms agreed in the Principal SPA. The aggregate obligations of EDGM are capped at a máximum of $8,750,000 for purposes of the Pledge. The agreed Budget is attached as Annex D

The Deferred Payment Obligations:

a) Constitute essential obligations of EDGM.
b) Are subject to the SPA and Agreement.
c) Include all projected disbursements, deferred payments and any other consideration in cash or in kind that must be transferred in accordance with the agreements between the Parties in the SPA and Annex C.

ANNEX B — DEFINITION OF READY TO BUILD (RTB) AND VERIFICATION CRITERIA

1. Purpose of RTB

For the purposes of this Agreement, a Project shall be considered Ready to Build (“RTB”) when it has obtained the essential and material permits, licenses and administrative authorizations required under applicable law such that, in the ordinary course, construction may reasonably begin without a material regulatory or administrative obstacle. The RTB milestone does not require the complete resolution of every minor administrative or procedural matter that does not materially impair the legal ability to commence construction.

2. Core Documentation for RTB

A Project shall be deemed RTB when BAIF delivers to the Joint Venture Company, and EDGM reasonably acknowledges, the following as applicable:

2.1 Material Permits and Approvals

a) Primary Construction Permit: A valid permit or authorization issued by the competent authority that enables the commencement of construction works.

b) Urban Planning and Land Use Authorizations: Written evidence of compliance with applicable urban planning, zoning and land use regulations that would permit construction.

c) Key Environmental Permits: All necessary environmental permits or authorizations that are legally essential for construction, to the extent required by law.

d) Relevant Sectoral Approvals: Any sector-specific authorizations required for critical aspects of construction, such as grid interconnection or other infrastructure prerequisites.

3. Reasonableness Standard

The determination of RTB shall be assessed in a commercially reasonable manner and consistent with common contractual practices for development milestones in joint venture and project finance arrangements, recognizing that certain ancillary or non-determinative procedures or informalities should not defeat a bona fide RTB determination.

4. Submission and Review Process

4.1 BAIF Submission

When BAIF believes a Project has achieved RTB status, it shall deliver:

a) A written RTB Notification;
b) Supporting documentation described above; and
c) A summary explanation prepared in good faith of why the Project satisfies RTB criteria.

4.2 EDGM Review

EDGM shall have ten (10) Business Days from receipt to:

a) Confirm in writing that the RTB criteria have been satisfied; or
b) Provide a reasonably detailed written response identifying any specific documentation or outstanding requirements it reasonably considers necessary to satisfy RTB.

4.3 Cure of Objections

If EDGM identifies specific deficiencies, BAIF shall have a reasonable opportunity (not exceeding 20 Business Days) to correct such deficiencies and re-submit documentation.

4.4 Automatic RTB Determination

If EDGM does not respond within the ten (10) Business Day period, or acknowledges that the requirements have been satisfied, the Project shall be deemed to have achieved RTB as of BAIF’s initial notice.

5. Special Considerations

a) Essential vs. Non-essential Items. Items that are ancillary, complementary, or customary following commencement of construction shall not preclude RTB so long as essential authorizations are in place.

b) Appeals or Minor Challenges. Pending appeals, objections, or legal actions that are not reasonably expected to delay or prevent construction shall not by themselves preclude an RTB determination.

ANNEX C — DEVELOPMENT MILESTONES AND DELIVERABLE-BASED FRAMEWORK

1. Purpose

This Annex C sets out the key development milestones and associated deliverables for each Project under the Joint Venture Agreement. The milestones are defined by achievement of concrete, verifiable activities or outputs, without reference to fixed dates. This approach focuses on progress and deliverables, rather than timing, and mitigates risk of disputes arising from missed dates. Contract milestones typically mark significant achievements that drive contractual performance.

2. Milestone Framework

Each milestone below describes a stage of progress or deliverable, and is satisfied when the associated documentation or outcome has been delivered and accepted in accordance with the criteria in this Annex.

2.1 Milestone C.1 — Approved Development Plan

Description:
A written development plan is prepared and presented by BAIF and accepted by the Joint Venture Company’s governing body. This plan outlines major tasks, delivery expectations, responsibilities, and coordination mechanisms for Project advancement.

Deliverables:

	·	A consolidated development plan document.
	·	Supporting project scope description and list of anticipated deliverables.

Verification:
Written confirmation by the Joint Venture Company that the plan is accepted according to internal governance processes.

2.2 Milestone C.2 — Completion of Technical and Regulatory Assessments

Description:
BAIF delivers comprehensive studies and assessments that provide clarity on regulatory, urban planning, environmental, and technical project considerations necessary to advance the Project.

Deliverables:

	·	Reports on urban planning compatibility.
	·	Environmental assessments.
	·	Technical evaluations and feasibility summaries.

Verification:
Written acknowledgment by the Joint Venture Company that the materials are complete and satisfy the agreed criteria.

2.3 Milestone C.3 — Submission of Applications for Key Permits and Licenses

Description:
BAIF submits all necessary applications for permits, licenses, or authorizations required for Project development, as described in Annex B (RTB criteria).

Deliverables:

	·	Copies of permit and license submissions.
	·	Proof of receipt or official confirmation of submission.

Verification:
Documented proof of submission accepted by the appropriate authorities, acknowledged by the Joint Venture Company.

2.4 Milestone C.4 — Receipt of Material Permits/Licenses

Description:
BAIF obtains and delivers to the Joint Venture Company the material permits and licenses that are essential to satisfy the regulatory requirements outlined in Annex B for Ready to Build (RTB) status.

Deliverables:

	·	Certified copies or official communications of permits/licenses.
	·	Permits/licenses relevant to urban planning, construction, environmental, and sectoral requirements.

Verification:
Joint Venture Company’s written acceptance that the documentation satisfies the applicable RTB criteria in Annex B.

2.5 Milestone C.5 — Submission of RTB Documentation

Description:
BAIF submits all required documentation necessary for the Joint Venture Company to evaluate RTB status under Annex B.

Deliverables:

	·	Complete RTB submission package (as defined in Annex B).
	·	Any explanatory or supplemental materials requested under Annex B code.

Verification:
Submission accepted as complete by the Joint Venture Company for review under the Annex B process.

2.6 Milestone C.6 — RTB Confirmation by EDGM

Description:
EDGM provides written confirmation that the RTB documentation satisfies the criteria in Annex B and that the Project is considered Ready to Build for all purposes under the Agreement.

Deliverables:

Written acknowledgment or confirmation from EDGM.

Verification:
Receipt of EDGM’s confirmation letter delivered to BAIF and recorded with the Joint Venture Company.

Exhibit 10.3

ADDENDUM TO THE JOINT VENTURE AGREEMENT FOR AI DATA

CENTERS PROJECTS DATED JANUARY 22, 2026

January 28, 2026

Index to the Addendum to the Joint Venture Agreement

Preamble and Recitals
1.1. Identification of the Parties
1.2. Reference to the original Joint Venture Agreement dated January 22, 2026
1.3. Purpose of the Addendum

Incorporation of New Projects into the JVA
2.1. Included Projects:
• DC VILLASEQUILLA AI 600 MW (Spain)
• DC TOMELLOSO AI 450 MW (Spain)
• DC TOCUMEN AI 1,000 MW (Panama)
2.2. Current status of development and land negotiations
2.3. Maximum timeframe for land consolidation: three (3) months from the execution of this Addendum

Ownership Vehicles (SPVs) and Transfers to DC Cayman
3.1. Interim SPV for Spanish projects under DC ESTATE SOLUTIONS SL
3.2. Incorporation of definitive SPVs:
• DC VILLASEQUILLA SL
• DC TOMELLOSO SL
3.3. Local SPV in Panama:
• BDC Panamá SA → incorporation of DC TOCUMEN SA
3.4. Timeframes and obligations for incorporation and transfer to DC Cayman

Specific Commercial Terms for the New Projects
4.1. Monthly compensation payable to BAIF and activation conditions
4.2. Pledges and resolutory conditions mirroring the mechanisms of the original JVA
4.3. Integration into the agreed monthly payment schedule
4.4. Relationship with the SPA mechanism and resolutory conditions under the original JVA

Issuance of Additional Shares in Favor of EDGM Cayman
5.1. Number of fully vested shares and timing of issuance
5.2. Relationship with the original issuance of 250 million shares

Financing and Development Obligations
6.1. Inclusion of development costs for the new projects within the original JVA pipeline
6.2. Maintenance of obligations and rights under the original JVA

Execution of a Complementary Private SPA and Notarization
7.1. Timeframe for execution of the private SPA between the Parties
7.2. Requirement to notarize within thirty (30) days (subject to SPV incorporation)

Suspensive and Substitutive Conditions Linked to Land and SPVs
8.1. Suspensive condition for the activation of monthly payments
8.2. Substitution of projects in the event land lease agreements are not executed
8.3. Substitution timeframes and obligations (three (3) months)

Integration Clause and Application of the Original JVA Terms
9.1. Confirmation of the validity of all terms, conditions and mechanisms of the original JVA with respect to the new projects and SPVs
9.2. Exception for changes expressly set forth in this Addendum
9.3. Joint interpretation of the Addendum and the original JVA

10.

Final Provisions
10.1. Term and effects of the Addendum
10.2. Execution and governing jurisdiction

ARTICLE 1. PREAMBLE AND RECITALS

1.1. Parties

This addendum (the “Addendum”) is entered into as of January 28, 2026, by and between:

(i) BLACKBERRY AIF, S.L., a company duly incorporated under the laws of Spain, with registered office at C/ Virgen de Luján nº 48, ground floor right, 41011 Seville, Spain (hereinafter, “BAIF”);

(ii) EDGEMODE, INC., a corporation duly incorporated under the laws of the State of Nevada (USA) (“EDGM”), with the financial capacity to provide the resources required for the acquisition of equity interests in special purpose vehicles (SPVs) and to finance the development of the projects up to the Ready To Build (“RTB”) stage, and with a strategic interest in participating in the co-acquisition, co-development and co-sale of such projects, in collaboration with BAIF, in order to share risks, responsibilities and benefits on an equitable basis; and

(iii) DC ESTATE SOLUTIONS CAYMAN LIMITED, a company duly incorporated under the laws of the Cayman Islands, with registered office at PO Box 10338, Anchor Works, 4th Floor, 13 Genesis Close, Grand Cayman, KY1-1003, Cayman Islands (hereinafter, “DC Cayman”).

BAIF, EDGM and DC Cayman may be referred to collectively as the “Parties”, and individually as a “Party.”

1.2. Reference to the Principal Agreement

The Parties acknowledge that, on January 22, 2026, they entered into a Joint Venture Agreement for AI Data Centers Projects (the “Original JVA”), the purpose of which is to govern the formation, organization, governance, financing, development and disposition of certain data center projects intended for artificial intelligence, including the rights, obligations, incentives, guarantees, equity reversion mechanisms and other effects arising from such contractual relationship.

1.3. Purpose of the Addendum

The purpose of this Addendum is to introduce into the Original JVA certain new development projects (in addition to those originally included), to establish the mechanisms for the incorporation and assignment of such new projects to the joint vehicle DC Cayman, and to determine the additional and complementary commercial terms and conditions that shall govern the relationship between the Parties with respect to such projects, without altering, except as expressly provided herein, the terms, conditions and agreements already set forth in the Original JVA, which shall remain fully valid, binding and applicable.

1.4. Effect of the Addendum

The Parties acknowledge that this Addendum is incorporated into the Joint Venture Agreement for AI Data Centers Projects dated January 22, 2026 (the “Original JVA”), and that all provisions, terms, rights, obligations and mechanisms contained in the Original JVA shall remain in full force and effect, except as expressly modified or supplemented by this Addendum.

For all purposes, this Addendum and the Original JVA shall be interpreted jointly and in a complementary manner, in accordance with the provisions set forth in ARTICLE 9 of this Addendum.

ARTICLE 2. INCORPORATION OF NEW PROJECTS INTO THE JVA

2.1. Included Projects

For the purpose of supplementing and expanding the scope of the Joint Venture Agreement for AI Data Centers Projects entered into on January 22, 2026 (the “Original JVA”), the Parties agree to incorporate the following new artificial intelligence data center development projects (the “New Projects”):

a) DC VILLASEQUILLA AI 600 MW, to be developed in Spain;
b) DC TOMELLOSO AI 450 MW, to be developed in Spain;
c) DC TOCUMEN AI 1,000 MW, to be developed in the Republic of Panama.

The New Projects shall be deemed incorporated into the scope of the Original JVA and shall be subject to its terms and conditions, except as expressly modified or supplemented by this Addendum.

2.2. Current Status of Development and Land Negotiations

The Parties acknowledge that, as of the date of execution of this Addendum, development activities for the New Projects have commenced, including preliminary technical analyses and planning activities. However, negotiations aimed at consolidating the land required for each of the New Projects have not yet been completed.

The participation of BAIF in such negotiations is essential for the initial advancement of each project and forms part of the preparatory process required to achieve subsequent development milestones, including the obtaining of administrative permits and the incorporation of the corresponding project companies (“SPVs”).

2.3. Land Consolidation Period

The Parties agree that the consolidation of the land required for the development of each of the New Projects shall be completed within a maximum period of three (3) months from the date of execution of this Addendum (the “Consolidation Period”).

For these purposes, land consolidation shall include the execution of lease agreements, assignment agreements, purchase agreements or any equivalent title that allows the effective use of the land by the corresponding SPVs for the development of the respective New Projects.

In the event that, for reasons beyond BAIF’s control, the land agreements are not executed within the Consolidation Period, the Parties shall refer to the provisions of ARTICLE 8 of this Addendum (Suspensive and Substitutive Conditions), without prejudice to the application of the other obligations and mechanisms set forth in the Original JVA and in this Addendum.

ARTICLE 3. OWNERSHIP VEHICLES (SPVs) AND TRANSFERS TO DC CAYMAN

3.1. Temporary SPV for Spanish projects under DC ESTATE SOLUTIONS SL.

In order to ensure the initial ownership of the rights over the land and the development activities for the DC VILLASEQUILLA AI 600 MW and DC TOMELLOSO AI 450 MW projects, BAIF declares that, at the time of signing this Addendum, such projects shall be temporarily registered as assets of DC ESTATE SOLUTIONS SL, a Spanish commercial company with Tax ID B-22651194 and registered office at C/ Virgen de Luján No. 48 lower right, 41011 Seville, Spain (hereinafter, the “Spanish Temporary SPV”).

For the avoidance of any doubt, it is expressly agreed that the “Spanish Temporary SPV” shall have only limited and specific rights, consisting of:

a) The legal and administrative consolidation of the land and rights related to the DC VILLASEQUILLA AI 600 MW and DC TOMELLOSO AI 450 MW projects, including the execution of preparatory agreements, technical analyses, permits management, and preliminary procedures necessary to advance the development of the projects.

b) The ownership of the rights to the aforementioned projects solely for the purposes set forth in this ARTICLE 3 and until the definitive SPVs contemplated in Section 3.2 are established.

c) The Spanish Temporary SPV shall not have the authority to distribute profits, make binding decisions on behalf of the Joint Venture Company, enter into agreements outside the scope of land consolidation, or incur expenses or obligations that are not directly related to the preparation of the land agreements or the establishment and transfer of the Definitive SPVs, unless it has the prior written authorization of DC Cayman and BAIF.

d) All acts and rights exercised by the Spanish Temporary SPV must comply with the governance, control, and accountability mechanisms established in the Original JVA and this Addendum, and BAIF shall be responsible for ensuring that the actions of the Spanish Temporary SPV are consistent with such mechanisms.

The Spanish Temporary SPV shall hold title to the rights over the Spanish projects until the definitive intermediary companies described in Section 3.2 are established, at which time the Spanish Temporary SPV shall assign those rights to the corresponding definitive SPVs for their subsequent transfer to DC ESTATE SOLUTIONS CAYMAN (“DC Cayman”), in accordance with this Addendum and the Original JVA.

3.2. Establishment of Definitive SPVs for Spanish projects.

BAIF undertakes to incorporate, within a maximum period of three (3) months from the date of execution of this Addendum, the following project entities (hereinafter, the “Spanish Definitive SPVs”):

a) DC VILLASEQUILLA SL, as a Spanish commercial company that will hold the rights to the DC VILLASEQUILLA AI 600 MW project; and

b) DC TOMELLOSO SL, as a Spanish commercial company that will hold the rights to the DC TOMELLOSO AI 450 MW project.

The establishment of the Spanish Definitive SPVs shall include the proper registration with the corresponding Mercantile Registry, the provision of corporate bylaws, and other acts necessary for their full operability. BAIF shall transfer full title and rights of each project to its corresponding Definitive SPV within the same three (3) month period.

Once the Spanish Definitive SPVs are established and operational, BAIF shall proceed to assign to DC Cayman the economic, managerial, and ownership rights of such Spanish Definitive SPVs in accordance with this Addendum and the procedure set forth in the Original JVA and its complementary SPA.

3.3. Local SPV for the Panama project.

With respect to the DC TOCUMEN AI 1000 MW project, BAIF declares that, as an intermediate control vehicle, there is an entity in formation under the name BDC Panamá SA, whose registration with the Public Registry of Panama is pending, and which shall hold the initial rights to the Tocumen project.

Within a maximum period of three (3) months from the date of execution of this Addendum, BAIF and/or the intermediate SPV BDC Panamá SA shall incorporate a Panamanian project company named DC TOCUMEN SA (hereinafter, the “Panama Definitive SPV”), through which the rights to the DC TOCUMEN AI 1000 MW project shall be fully held.

Once the Panama Definitive SPV is established and fully operational, BAIF shall undertake to assign to DC Cayman all economic, managerial, and ownership rights of said Panama Definitive SPV, in accordance with the provisions of this Addendum and the applicable provisions of the Original JVA and the complementary SPA agreed upon by the Parties.

3.4. Deadlines and Obligations for Formation and Transfer to DC Cayman.

a) The Parties agree that the formation of the Definitive SPVs (both Spanish and Panamanian) shall be completed within a maximum period of three (3) months from the execution date of this Addendum.

b) BAIF shall be responsible for obtaining all authorizations, registry filings, certifications, corporate bylaws, and other legal requirements necessary for the operational readiness of each Definitive SPV within the time period set forth.

c) Once each Definitive SPV is fully incorporated and operational, BAIF shall execute the irrevocable and full assignment of shareholding interests, economic rights, and management rights to DC Cayman, in accordance with the provisions of the Original JVA, this Addendum, and the complementary SPA agreed between the Parties.

d) The transfer of the Definitive SPVs to DC Cayman shall be subject to the same termination conditions, pledges, guarantees, and security mechanisms that apply to the original SPVs incorporated into the Original JVA, in order to ensure operational, financial, and security consistency among all projects subject to the Original JVA and this Addendum.

ARTICLE 4. SPECIFIC COMMERCIAL TERMS FOR THE NEW PROJECTS

4.1. Monthly Compensation to BAIF and Activation Conditions.

In order to recognize the efforts and commitments assumed by BAIF in relation to the development of the New Projects subject to this Addendum, EDGM, through DC Cayman, undertakes to pay BAIF a monthly compensation of USD 100,000 (one hundred thousand United States dollars) per month, for a minimum period of twenty-four (24) months counted from the billing start date.

The monthly compensation set forth in this Article shall be automatically activated as of April 1, 2026. The commencement of payments pursuant to this Section shall not limit BAIF’s obligation to continue with the necessary actions to formalize such agreements and to incorporate the SPVs as established in ARTICLE 8 of this Addendum.

The monthly payments provided in this Article shall be independent and additional to the monthly amounts of USD 125,000 agreed in the Original JVA in respect of pledge and release of pledge of the original SPVs, provided that such amounts remain in effect.

4.2. Pledges and Termination Conditions Replicating the Mechanisms of the Original JVA.

The Parties agree that, for purposes of the New Projects, the pledge, termination condition, guarantee, and enforcement mechanisms provided in the Original JVA and in the complementary sale and purchase agreement (SPA) resulting from this Addendum shall be fully replicated.

Accordingly, the SPVs corresponding to the New Projects shall be pledged and subject to termination conditions in accordance with the terms, procedures, and effects established in the Original JVA, including — without limitation — the mechanisms of:

a) Pledge of equity interests (pledge of shares or membership interests);

b) Termination condition linked to compliance with payment obligations;

c) Proportional reversion of interests in the event of uncured breach within cure periods; and

d) Enforcement of guarantees secured by agreed instruments.

The effects, requirements, security priorities, and enforcement procedures set forth in the Original JVA shall be equally applicable to the SPVs of the New Projects, without prejudice to any additional conditions expressly agreed in this Addendum.

4.3. Integration into the Agreed Monthly Payment Schedule.

The monthly payment obligations arising from this Addendum, including the compensations in favor of BAIF, shall be integrated into the monthly payment schedule agreed under the Original JVA, such that:

a) Each monthly compensation payment for the New Projects shall be invoiced and paid within the general framework of the financial obligations of EDGM or its affiliates to the Joint Venture Company;

b) Such payments shall be managed by DC Cayman with the same periodicity and payment procedures as provided in the Original JVA, respecting the timelines, formats, and transfer mechanisms previously established; and

c) The inclusion of the New Projects in the schedule shall not, by itself, affect or modify the rights, allocation percentages, or audit mechanisms stipulated in the Original JVA, except as expressly modified by this Addendum.

4.4. Relationship with the SPA Mechanism and Termination Conditions of the Original JVA.

This Addendum does not modify or replace the sale and purchase agreement (SPA) mechanism provided in the Original JVA; on the contrary:

a) The SPVs corresponding to the New Projects shall be subject to the execution of a complementary private SPA between the Parties, which shall be elevated to a public instrument in the terms and time periods agreed in this Addendum (see ARTICLE 7) and with the same essential sale and pledge conditions as the original SPVs;

b) The complementary SPA shall incorporate the SPVs of the New Projects with the same termination condition, guarantee mechanisms, and pledge. as established for the original SPVs in the Original JVA and its annexes, except as expressly provided in this Addendum;

c) The guarantees, conditions precedent, payment obligations, and consequences of default related to the New Projects shall be governed in accordance with the provisions of the Original JVA, except for the additional payment activation conditions set forth in this Addendum.

ARTICLE 5. OPTION ON ADDITIONAL SHARES (STOCK OPTION GRANT) IN FAVOR OF BAIF

5.1. Grant of Stock Option for New Projects.

On account of the incorporation of the New Projects into the subject matter of the Joint Venture Agreement for AI Data Centers Projects dated January 22, 2026 (the “Original JVA”), Edgemode, Inc., a corporation organized under the laws of the State of Nevada (U.S.) (hereinafter, “EDGM” or the “Company”), hereby grants to BAIF (through EMM International Investment Ltd. or such holder designated in writing by BAIF) a non-qualified stock option to acquire up to one hundred fifty million (150,000,000) ordinary shares of EDGM (“Option Shares”), under the terms of this Article and in accordance with the provisions of the original Stock Option Grant dated January 22, 2026.

Such option is granted as part of the compensation and incentives agreed between the Parties for the execution of this Addendum and the inclusion of the New Projects, and does not, by itself or by implication, constitute a promise of employment, provision of services, or any benefit other than the right agreed to acquire Option Shares on the terms set forth herein.

5.2. Full Vesting and Exercisability of the Option.

The option to acquire the 150,000,000 Option Shares shall be fully vested and exercisable in full as of the date of this Stock Option Grant, without any additional vesting or service requirement. This means that BAIF may exercise, in whole or in part, the option to acquire the Option Shares at any time during the term of the option as set forth in this Addendum and the applicable exercise documentation.

For purposes of this Article, “fully vested” means that the option is not subject to any vesting schedules, waiting periods, or performance conditions limiting its exercisability at the time of grant.

5.3. Exercise Price and Conditions of Exercise.

The exercise price (“Option Price”) applicable to the Option Shares subject to this grant shall be the same as that agreed in the original Stock Option Grant for the first 250,000,000 shares, namely USD $0.02 per share, unless the Parties agree in writing to a different value in a separate instrument from this document.

The option may be exercised in accordance with the procedures, payment methods, applicable law compliance conditions, and other notification and exercise requirements established in the Stock Option Grant instrument to be agreed between EDGM and EMM International Investment Ltd. (or its designated assignee) as an integral part of this Addendum.

5.4. Term of the Option.

Unless otherwise agreed between the Parties, the term of the option to acquire the Option Shares shall be the same term agreed for the option issued in the original Stock Option Grant dated January 22, 2026, including any extensions due to events of default defined in that instrument, such that the option remains exercisable until expiration in accordance with the rules established therein.

5.5. Relationship to the 250,000,000 Shares Initially Granted.

The 150,000,000 Option Shares granted pursuant to this Article constitute an additional and independent stock option grant from the one made under the Original JVA dated January 22, 2026 for 250,000,000 shares. Such issuances shall be considered separately and treated independently in the corporate and accounting records of EDGM, without prejudice to or alteration of the conditions, rights, or privileges originally granted under that initial Stock Option Grant.

ARTICLE 6. FINANCING AND DEVELOPMENT OBLIGATIONS

6.1. Inclusion of Development Costs for the New Projects Within the Pipeline of the Original JVA.

The Parties agree that all development costs associated with the New Projects incorporated by this Addendum (DC VILLASEQUILLA AI 600 MW, DC TOMELLOSO AI 450 MW, and DC TOCUMEN AI 1000 MW) shall be fully included in the financing and development obligations flow contemplated in the Joint Venture Agreement for AI Data Centers Projects dated January 22, 2026 (“Original JVA”), and its corresponding Annexes.

To this effect:

a) EDGM, through DC ESTATE SOLUTIONS CAYMAN LIMITED (DC Cayman), shall assume responsibility for financing the development costs of such New Projects in the same manner, structure and procedures as the development costs of the five original projects incorporated into the Original JVA. This includes, without limitation, expenses for permits, technical studies, licenses, agent fees and any other justifiable development cost up to the Ready To Build (“RTB”) phase and for subsequent advancements as agreed in the Original JVA and its annexes.

b) The development costs of the New Projects shall be recorded and managed through the budgeting, disbursement, transparency and financial audit mechanisms applicable under the Original JVA.

c) The documentation, substantiation, submission and approval of development costs shall follow the same delivery, verification and acceptance requirements as those required under the Original JVA for the original projects, including technical reports, supplier certifications and any other required evidence.

d) Any additional financing, bridge loans, structured credit lines, or financial instruments negotiated specifically for the New Projects shall be subject to the unanimous approval of the Partners’ Committee/Joint Committee under the terms of the Original JVA.

6.2. Maintenance of Obligations and Rights under the Original JVA.

Except as expressly modified by this Addendum, all obligations, rights, incentives, guarantees, pledge mechanisms, termination conditions, reversion mechanisms for equity interests and other contractual effects provided in the Original JVA shall remain fully in force and applicable to the New Projects, on the same terms and with the same scope:

a) BAIF shall retain the obligations for management, technical coordination and operational oversight of the New Projects under the same terms and in accordance with the same standards of professional diligence required in the Original JVA for the original projects.

b) EDGM shall retain its financing obligations to the extent and in the scope derived from the development costs of the New Projects, including cash payments, capital contributions, structured financing, and any other financial commitment established in the Original JVA.

c) All control procedures, decision-making processes, profit distribution, progress monitoring, Ready To Build (RTB) verification, and other governance mechanisms of the Joint Venture Company shall apply to the New Projects in accordance with the provisions of the Original JVA and this Addendum.

d) In the event of discrepancies, interpretative conflicts or any other issues affecting the joint application of the Original JVA and this Addendum, the Parties shall be subject to the interpretation, dispute resolution and arbitration mechanisms set forth in the Original JVA, and subsidiarily to those agreed in this Addendum to resolve such matters.

This ensures that the inclusion of the New Projects does not alter in isolation the obligations and rights already agreed, but rather that these extend coherently and uniformly to the New Projects within the framework of the Joint Venture.

ARTICLE 7. EXECUTION OF COMPLIMENTARY PRIVATE SPA AND ELEVATION TO PUBLIC INSTRUMENT

7.1. Deadline for Execution of the Private SPA Between the Parties.

The Parties agree that, following the execution of this Addendum, they shall negotiate and finalize a Private Share Purchase Agreement (“Private SPA”) that will include the SPVs relating to the New Projects (DC VILLASEQUILLA SL, DC TOMELLOSO SL and DC TOCUMEN SA) and the economic and operational terms agreed among them.

The Private SPA shall be fully drafted, negotiated and executed by all interested Parties within a maximum period of thirty (30) days from the date of execution of this Addendum, unless the Parties agree in writing to extend such period for justified reasons.

The Private SPA shall govern, among other matters, the transfer of equity interests, the economic terms of sale, delivery and payment obligations, warranties, conditions precedent and any other condition necessary for the effective transfer of the interests subject to such Private SPA in accordance with the agreements reached between the Parties and the Original JVA.

7.2. Condition for Elevation to Public Deed Within 30 Days (Linked to SPV Formation).

The condition for elevation to a public deed shall be deemed satisfied if the Private SPA is executed before a notary public within the period agreed in this Section 7.2, without prejudice to the formalities that may be required by the competent authorities or registries for purposes of registration or public notice of the equity transfer.

The elevation to a public deed means that the Private SPA shall be transformed into a public instrument executed before a notary, with all the solemnities and effects of a public instrument, in order to provide greater legal certainty, public faith and enforceability against third parties, as well as the possibility of registering it in the appropriate public registries when necessary under applicable law.

In the event that the formation of the Definitive SPVs has not been completed within the timeframes established in this Addendum, the Parties agree that the execution of the Private SPA before a notary public may be deferred until such time as the Definitive SPVs are duly incorporated and enabled to be transferred, provided that this occurs within a reasonable period and, in no event, later than such additional period as the Parties may agree in writing in light of the circumstances of the SPV formation.

The obligation to elevate the SPA to a public deed shall be subject to the prior valid and registrable incorporation of the corresponding Definitive SPVs. Accordingly, the 30-day period shall begin to run from the date on which each SPV is legally formed and registered.

7.3. Condition for Elevation to Public Deed and Execution of the SPA

The Parties agree that the Private SPA to be executed in accordance with Section 7.1 shall be elevated to a public deed before a notary public within a maximum period of thirty (30) calendar days from the date of execution of the Private SPA.

The elevation to a public deed is carried out for the purpose of providing greater legal certainty, publicity and enforceability against third parties to the Private SPA, as well as to enable the registration acts that may be necessary under applicable law.

The elevation to a public deed shall not be construed as a suspensive requirement, a condition of validity, nor a requirement for the activation of the monthly payments established in ARTICLE 4 of this Addendum, which are activated in accordance with ARTICLE 8 of this Addendum.

In the event that the formation of the Definitive SPVs corresponding to the New Projects has not been completed within the timeframes established in this Addendum, the execution of the Private SPA before a notary public may be reasonably postponed, provided that both Parties agree in writing to an extension of the deadline for elevation to a public deed, without this affecting the payment obligations or the validity of the Private SPA executed in private form.

ARTICLE 8. ACTIVATION OF PAYMENTS AND TERRITORIES AND SPVs OBLIGATIONS

8.1. Activation of Monthly Payments Three Months from the Execution of this Addendum.

The Parties agree that the monthly payment obligations established in ARTICLE 4 of this Addendum shall become enforceable by BAIF as of April 1, 2026.

8.2. BAIF’s Obligation with Respect to Land and SPVs.

BAIF shall maintain its obligation to provide the New Projects comprising the additional 2 GW (both the agreed projects and, where applicable, substitute projects of equivalent nature and scale) and to complete the necessary actions for the execution of land agreements and the formation of SPVs with due technical and business diligence. These efforts shall continue in parallel and the lack of formalization of the land or SPVs at three months shall not negate the payments already commenced.

8.3. Substitution of Projects Due to Objective Impossibility.

If, despite BAIF’s diligent efforts, any land agreement cannot be formalized due to objective, justified causes beyond BAIF’s control, BAIF may propose an equivalent substitute project. The proposal shall be evaluated in good faith by DC Cayman according to consensual technical and commercial criteria, and, if accepted, shall be integrated into the Original JVA and this Addendum under the same commercial terms applicable to the other projects.

ARTICLE 9. INTEGRATION CLAUSE AND APPLICATION OF THE TERMS OF THE ORIGINAL JVA

9.1. Confirmation of Continuation of All Terms, Conditions and Mechanisms of the Original JVA with Respect to the New Projects and SPVs.

Except as expressly modified by this Addendum, all terms, conditions, obligations, rights, incentives, guarantees, pledge mechanisms, termination conditions, reversion of equity interests, governance mechanisms, profit distributions and other contractual effects established in the Joint Venture Agreement for AI Data Centers Projects dated January 22, 2026 (the “Original JVA”) remain in effect and applicable with respect to the New Projects and SPVs included by this Addendum, in the same manner and to the same extent as applied to the five original projects subject to the Original JVA.

9.2. Exception for Changes Expressly Set Forth in this Addendum.
The only terms that are considered modified or added to the Original JVA are those expressly contained in this Addendum, and such modifications or additions replace or supplement any provision in the Original JVA only to the extent expressly specified in the clauses of this Addendum. In all other respects, what is not modified by this Addendum shall be understood to remain an integral and binding part of the Original JVA for all legal and contractual purposes without the need for further repetition or reproduction.

9.3. Joint Interpretation of the Addendum and the Original JVA.

This Addendum and the Original JVA shall be interpreted together as a single coherent contractual framework. In the event of a reasonable discrepancy of interpretation between the provisions of this Addendum and the provisions of the Original JVA with respect to the New Projects, the Parties agree that the provisions expressly set forth in this Addendum shall prevail as to the aspects modified or added hereby, always with respect for the original negotiating intent reflected in the Original JVA. For all other matters, the rules, definitions, control mechanisms, dispute resolution mechanisms and other procedures established in the Original JVA shall continue to operate with full force and effect with respect to the New Projects and SPVs.

9.4. Entire Agreement.

This Addendum, together with the Original JVA, constitute the entire and final agreement between the Parties with respect to their subject matter and supersede and extinguish all prior negotiations, communications, commitments, agreements or representations, whether express or implied, relating to the same. No amendment, waiver or addition to these provisions shall be valid unless made in writing and signed by all Parties.

ARTICLE 10. FINAL PROVISIONS

10.1. Effective Date and Term of the Addendum.

a) This Addendum shall enter into force as of the date of its execution by all Parties, and shall remain in effect until all the obligations and effects established in this Addendum and in the Joint Venture Agreement for AI Data Centers Projects dated January 22, 2026 (the “Original JVA”) have been fully performed, unless the Parties agree otherwise in writing.

b) This Addendum is an integral part of the Original JVA and shall be interpreted together with it. The Addendum does not replace the Original JVA, but rather complements and amends it only in the parts expressly indicated in this document. As to matters not modified by this Addendum, the Original JVA remains in full force and effect in accordance with its terms.

c) All references in the Original JVA to “this Agreement,” “the Agreement” or equivalent terms shall be construed — for purposes of this Addendum — as referring to the Original JVA together with the modifications and additions effected by this Addendum.

10.2. Execution and Governing Law.

a) This Addendum shall be executed in at least two (2) originals, one for each Party, and each of them shall be considered an original but all together shall constitute one and the same instrument.

b) Governing Law: This Addendum, as well as any dispute, controversy or claim arising directly or indirectly out of or in connection with it, its execution, validity, interpretation, performance or non-performance, shall be governed by the substantive law of Spain, without regard to its conflict of laws rules, in accordance with the provisions of the Original JVA.

c) Jurisdiction and Dispute Resolution: The Parties expressly reaffirm and acknowledge that the dispute resolution mechanisms, arbitration, jurisdiction, seat and procedures provided in the Original JVA shall also apply to this Addendum and to any dispute arising in connection herewith, without prejudice to the provisions of the Original JVA regarding exclusive arbitration or other alternative dispute resolution mechanisms.

d) Notices: Any notice, communication or request related to this Addendum shall be made in writing and sent to the addresses or communication channels that the Parties have designated in accordance with the Original JVA, or to any other address that a Party may designate by written notice to the other Party in accordance with this procedure.

SIGNATURES OF THE PARTIES

In witness whereof, the Parties, by their duly authorized representatives, execute this Addendum in two (2) originals of the same tenor and for a single purpose, in the city and on the date indicated at the beginning of this document.

FOR BAIF
By: /s/ Jose Mora
Name: Jose Mora
Title: CEO
Date: 27th January 2026

FOR EDGM
By: /s/ Simon Wajcenberg
Name: Simon Wajcenberg
Title: CEO
Date: 27th January 2026

FOR DC CAYMAN
By: /s/ Simon Wajcenberg
Name: Simon Wajcenberg
Title: Director
Date: 27th January 2026

Nevada		000-55647		47-4046237
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	Not Applicable	Not Applicable

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
3.1	Memorandum of Association of DC Estate Solutions Cayman Limited dated October 23, 2025				Filed
3.2	Articles of Association of DC Estate Solutions Cayman Limited dated October 23, 2025
10.1	Joint Venture Agreement by and among Edgemode, Inc., Blackberry, AIF and DC Estate Solutions Cayman Limited dated January 22, 2026				Filed
10.2	Stock Option Grant dated January 22, 2026				Filed
10.3	Addendum to Joint Venture Agreement by and among Edgemode, Inc., Blackberry, AIF and DC Estate Solutions Cayman Limited dated January 27, 2026				Filed
10.4	Stock Option Grant dated January 27, 2026				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Edgemode, Inc.

Dated: January 28, 2026	By:	/s/ Charlie Faulkner
	Name:	Charlie Faulkner
	Title:	Chief Executive Officer

Signature and Address of Subscriber		Number of Shares Taken

Anchor Corporate Services Limited		One
of PO Box 1801, 4th Floor, 13 Genesis Close Grand Cayman KY1-1109 Cayman Islands

acting by:


Jon Barratt
Director
Anchor Corporate Services Limited




Witness to the above signature

Charlotte Bailey
Director
Anchor Corporate Services Limited

		EDGEMODE, INC.

		By: /s/ Charles Faulkner
		Name: Charles Faulkner
		Its: CEO

	Very truly yours,

	EMM International Investments ltd.

	_____________________
	Name:
	Its:

	EDGEMODE, INC.

	By:	/s/ Simon Wajcenberg
	Name: Simon Wajcenberg
	Its: CFO

☐	“Cash Exercise”; or
☐	“Cashless Exercise.”