Exhibit 2.1

PURCHASE AND SUBSCRIPTION AGREEMENT

Dated December 1, 2025

TABLE OF CONTENTS

LIST OF EXHIBITS

PURCHASE AND SUBSCRIPTION AGREEMENT

THIS PURCHASE AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 1, 2025, is made and entered into by and between ETHZilla Corporation, a Delaware corporation (the “ETHZilla”), and Karus, Inc., a Delaware corporation (“Karus”). ETHZilla and Karus are sometimes individually referred to herein as a “Party” and together as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties desire to enter into this Agreement pursuant to which Karus will sell to ETHZilla, and ETHZilla will purchase from Karus, shares of Karus Series A Preferred Stock convertible pursuant to their terms into 16% of the Fully-Diluted Capitalization of Karus (such shares being sold hereunder, the “Karus Securities”) in consideration for cash and stock of ETHZilla as set forth in greater detail below (the “Purchase and Subscription”);

WHEREAS, the Board of Directors of ETHZilla and Karus have approved the terms of this Agreement; and

WHEREAS, the Parties desire to make certain representations, warranties and agreements in connection with the Purchase and Subscription as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged by the Parties, and intending to be legally bound hereby, each Party hereby agrees:

CERTAIN CAPITALIZED TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO SUCH TERMS IN ARTICLE XIII.

ARTICLE I.
PURCHASE AND SALE

1.1. Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, at the Closing, Karus will sell, transfer and deliver to ETHZilla, and ETHZilla will purchase and acquire from Karus, all of the Karus Securities, free and clear of all Liens.

1.2. Further Assurances. Each Party shall on the Closing Date and from time to time thereafter, at the other Party’s reasonable request and without further consideration, execute and deliver to the other Party such instruments of transfer, conveyance and assignment as shall be reasonably requested to transfer, convey and assign the Karus Securities to ETHZilla and otherwise to effect the transactions contemplated by this Agreement and the terms and conditions herein.

ARTICLE II.
PURCHASE PRICE; LOCK-UP PERIODS

2.1. Purchase Price.

2.1.1 The aggregate consideration paid for the Karus Securities by ETHZilla at Closing shall be Eight Million Dollars ($8,000,000) (the “Purchase Price”), consisting of (a) $3,000,000 in cash (the “Closing Cash”) and (b) $5,000,000 by way of the issuance of 453,721 shares of common stock, $0.0001 par value per share (the “ETHZilla Common Stock”), of ETHZilla (the “ETHZilla Shares”). The ETHZilla Shares shall be divided into two equal tranches and subject to the transfer restrictions set forth below (each a “Lock-Up Period”):

(i) Unrestricted Shares. 226,861 of the ETHZilla Shares shall not be subject to any Lock-Up Period and shall be freely transferable as of the Closing Date; provided, that such shares shall remain subject to all applicable restrictions under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws (collectively, the “Securities Laws”).

(ii) Three-Month Restricted Shares. 226,860 of the ETHZilla Shares shall be subject to a restriction on transfer beginning on the Closing Date and expiring on the date that is three (3) months after the Closing Date (the “Three-Month Restricted Shares”); provided, that such shares shall remain subject to all Securities Laws.

The Three-Month Restricted Shares are referred to as the “Restricted ETHZilla Shares.” Upon the expiration of the applicable Lock-Up Period, the corresponding Restricted ETHZilla Shares shall automatically become unrestricted and freely transferable without further action by ETHZilla or Karus; subject to all Securities Laws.

Nothing herein shall be construed as a requirement for ETHZilla or its transfer agent to remove the legend on the ETHZilla Shares as discussed Section 4.22.13, absent a legal opinion from counsel of Karus, in customary form, reasonably acceptable to ETHZilla, in compliance with Rule 144 or another exemption from registration under the Securities Act, except pursuant to the registration requirements, discussed in ARTICLE XI, below.

2.2. Transfer Restrictions.

2.2.1 Restrictions During Lock-Up Periods. During the applicable Lock-Up Period (discussed above), and without the prior written consent of ETHZilla, Karus agrees that it shall not, directly or indirectly, sell, assign, transfer, pledge, contract to sell, grant any option or right to purchase, or otherwise dispose of or encumber any Restricted ETHZilla Shares, or enter into any transaction, arrangement, or device that is designed to, or could reasonably be expected to, result in the transfer or diminution of the economic incidents of ownership of such Restricted ETHZilla Shares, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales with respect to any security of ETHZilla (each, a “Transfer”).

In furtherance of these restrictions, ETHZilla may (i) place appropriate stop orders on all Restricted ETHZilla Shares, and (ii) instruct its transfer agent to reflect such restrictions on the books and records of ETHZilla and to decline to process any attempted Transfer not permitted under this Agreement.

2.2.2 For purposes of this Section, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 under Regulation SHO under the Securities Exchange Act of 1934, as amended, and any direct or indirect pledges, forward sale contracts, options, puts, calls, swaps, or similar arrangements (including total-return swaps) and any sales or other transactions executed through non-U.S. broker-dealers or foreign regulated brokers.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF KARUS

Karus represents and warrants the following to ETHZilla as of the date hereof (which shall be automatically re-confirmed as of the Closing Date) (unless as of a specific date, in which case they shall be accurate as of such date):

3.1. Organization. Karus is a corporation, duly formed, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Karus is duly qualified or registered as a foreign corporation, to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except where the failure to be so qualified could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement; or (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company (any of (i) or (ii), a “Material Adverse Effect”). Schedule 3.1 contains a correct and complete list of the jurisdictions in which Karus is qualified or registered to do business as a foreign corporation. Karus has made available to ETHZilla true, complete and correct copies of the Governing Documents of Karus as in effect on the date hereof.

3.2. Authorization. Karus has all necessary power and authority to execute and deliver this Agreement and Karus Ancillary Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and Karus Ancillary Documents by Karus, the performance by Karus of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary action on the part of Karus. This Agreement and Karus Ancillary Documents have been duly executed and delivered by Karus and constitute the valid and binding agreements of Karus, enforceable against Karus in accordance with their respective terms, subject to applicable bankruptcy insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

3.3. No Conflict; Required Filings and Consents. ARTICLE IV.

(a) (i) The execution and delivery of this Agreement by Karus will not, and the performance of this Agreement by Karus will not, conflict with or violate any of (A) Karus’ Certificate of Incorporation, as amended and restated, or Bylaws or (B) any similar organizational documents of any Karus Subsidiary, (ii) conflict with or violate any Law applicable to Karus or any Karus Subsidiary or by which any property or asset of Karus or any Karus Subsidiary is bound or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) by Karus or any Karus Subsidiary under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the loss of any benefit under, or the creation of any lien on the properties or assets of Karus or any Karus Subsidiary pursuant to, any contract to which Karus or any Karus Subsidiary is a party or by which Karus or any Karus Subsidiary or their respective properties, rights or assets is bound, except, with respect to each of the foregoing clauses (i)(B), (ii) and (iii), for any such conflict, violation, breach, default, or other occurrence that would not have a Material Adverse Effect.

(b) The execution and delivery of this Agreement by Karus does not, and the performance of this Agreement by Karus and the consummation by Karus of the transactions contemplated herein will not, require any consent, approval, authorization from any party or shareholder of Karus, except for those which have been obtained prior to Karus’ entry into this Agreement.

4.1. Karus Securities.

4.1.1 Schedule 4.1.1 accurately and completely sets forth the capital structure of Karus including the number of, percentage ownership of, and holders of, all securities and equity interests which are authorized and which are issued and outstanding. All of the issued and outstanding equity interests of Karus (a) are duly authorized, validly issued, fully paid and nonassessable and (b) are held of record by the Persons and in the amounts set forth on Schedule 4.1.1. Except as set forth on Schedule 4.1.1, no equity interests of Karus are reserved for issuance or are held as treasury securities, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, pre-emptive rights, subscriptions, Claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the equity interests of Karus; (ii) there are no outstanding contracts or other agreements of Karus, or any other Person to purchase, redeem or otherwise acquire any outstanding equity interests of Karus, or securities or obligations of any kind convertible into equity interests of Karus; (iii) there are no dividends which have accrued or been declared but are unpaid on the equity interests of Karus; (iv) there are no outstanding or authorized stock appreciation, phantom stock, stock plans or similar rights with respect to Karus; (v) there are no voting agreements, stockholder agreements or other agreements relating to the management of Karus; and (vi) there are no outstanding agreements or understandings restricting the transfer or sale of Karus Securities, or which prohibit ETHZilla from acquiring Karus Securities pursuant to this Agreement.

4.1.2 Karus has no outstanding bonds, debentures, notes or other obligations which provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with Karus on any matter.

4.2. Subsidiaries. Karus does not own directly or indirectly, any capital stock or other equities, securities or interests in, or any note or other contractual right exercisable or exchangeable for, or convertible into, any other corporation or in any limited liability company, partnership, joint venture or other entity, except as set forth on Schedule 4.2. Each of Karus’ Subsidiaries is an entity, duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Karus’ Subsidiaries is duly qualified or registered as a foreign entity, to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except where the failure to be so qualified or so registered could not have or reasonably be expected to result in a Material Adverse Effect.

4.3. Absence of Restrictions and Conflicts. The execution, delivery and performance by Karus of this Agreement and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement and (b) do not or will not (as the case may be) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (i) any term or provision of the Governing Documents of Karus or its Subsidiaries, (ii) any Karus Contract (defined below) or any other contract, agreement, permit, franchise, License or other instrument applicable to Karus or its Subsidiaries, (iii) any judgment, decree or order of any court or Governmental Entity or agency to which Karus is a party or by which Karus or any of their respective properties are bound, or (iv) any Law or arbitration award applicable to Karus, except in the cases of sub-clauses (ii), (iii) and (iv) of clause (b) where the violation, conflict, breach, default, loss of benefit, acceleration or failure to give notice could not have or reasonably be expected to result in a Material Adverse Effect or will not have a Karus Material Loss. No consent, approval, order, non-action or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Karus in connection with the execution, delivery or performance of this Agreement or Karus Ancillary Documents, or the consummation of the transactions contemplated hereby or thereby (other than those required under applicable securities laws).

4.4. Title to Assets; Related Matters.

4.4.1 Karus and its Subsidiaries have good and valid title, a valid leasehold interest in, or a valid License for, all of the property and assets owned, leased, Licensed, operated or used by Karus and such Subsidiaries, free and clear of all Liens, except Permitted Liens.

4.4.2 All material equipment and other items of tangible personal property and assets owned, leased, Licensed, operated or used by Karus and its Subsidiaries, (i) are in good operating condition and in a state of good maintenance and repair in accordance with normal industry practice, ordinary wear and tear excepted, (ii) were acquired and are usable in the Ordinary Course, and (iii) conform to all applicable Laws applicable thereto. Karus has no Knowledge of any material defect or problem with any of such equipment, tangible personal property or assets other than ordinary wear and tear. Except for leased items that are subject to personal property leases, no Person other than Karus and such Subsidiaries owns any equipment or other tangible personal property or assets situated on the premises of Karus and such Subsidiaries.

4.5. Information Technology. Except as could not have or reasonably be expected to result in a Material Adverse Effect:

4.5.1 Karus and its Subsidiaries have taken commercially reasonable precautions to preserve and document Karus’ and such Subsidiaries’ material proprietary products, technology and trade secrets and to protect the secrecy, confidentiality and value of its material proprietary products, technology and trade secrets.

4.5.2 On the date hereof, Karus and such Subsidiaries own or hold valid leases and/or licenses to Karus Systems which are used by or necessary for Karus and such Subsidiaries to conduct their businesses as currently conducted. To the Knowledge of Karus, upon the consummation of the transactions contemplated hereunder, Karus and such Subsidiaries shall have the right to use and access Karus Systems as required to carry on its respective businesses as currently conducted.

4.5.3 In the 12 months preceding the date hereof, to the Knowledge of Karus, no IT Contract Supplier has been in material default of any IT Contract with respect to the provision of information and communications technology services to Karus or such Subsidiaries.

4.5.4 Karus and such Subsidiaries maintain, and each IT Contract Supplier who manages Karus Systems maintains, appropriate disaster recovery plans and security procedures with respect to the services being provided by any such IT Contract Supplier to Karus and such Subsidiaries.

4.5.5 Since January 1, 2025, there have been no material interruptions, data losses or similar incidents attributable to Karus Systems owned or used by Karus or its Subsidiaries. Karus Systems owned or used by Karus and such Subsidiaries have the capacity and performance necessary to meet in all material respects the requirements of its respective businesses as currently conducted, with respect to its usage of Karus Systems.

4.5.6 As used herein, “Karus Systems” means the material computer and data processing systems, material maintenance service agreements, and material information and material communications technologies used in the businesses of Karus and its Subsidiaries.

4.5.7 As used herein, “IT Contract” means any material contract for the provision of information and communications technology (including hardware, software, databases) services and maintenance services to Karus and its Subsidiaries.

4.5.8 “IT Contract Supplier” means any material third party supplier that is contractually obliged to provide information and communications technology services (including services with respect to hardware, software and databases) and maintenance services to Karus and its Subsidiaries under any IT Contract.

4.6. Financial Statements.

4.6.1 There are no material liabilities or obligations of Karus and its Subsidiaries that are not set forth in Karus’s unaudited financial statements in the ordinary course of business, other than those that are set forth on Schedule 4.6.

4.6.2 Karus maintains a system of accounting controls that is designed to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements and to maintain accountability for assets in all material respects; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4.7. Legal Proceedings.

4.7.1 Except as set forth on Schedule 4.7.1, no suit, action, Claim, arbitration, Proceeding or investigation is pending or, to the Knowledge of Karus, threatened against, relating to or involving Karus or its Subsidiaries, or their respective business or its respective real or personal property before any Governmental Entity or arbitrator that is reasonably expected to result in a Material Adverse Effect (a “Legal Proceeding”).

4.7.2 No actions, suits, Claims, investigations or other legal Proceedings are pending or, to Karus’ knowledge, threatened against or by Karus or its Subsidiaries, that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

4.8. Compliance with Law.

4.8.1 (i) Karus and its Subsidiaries are, and since Karus’ formation have been, in material compliance with all applicable Laws; (ii)  Karus and such Subsidiaries have not been charged with, nor received any written notice that they are under investigation with respect to, and, to the Knowledge of Karus, neither Karus, nor any of its Subsidiaries, are now under investigation with respect to, any violation of any applicable Law or other requirement of a Governmental Entity; and (iii) neither Karus  nor any of its Subsidiaries are a party to, or bound by, any order, judgment, decree, injunction, rule or award of any Governmental Entity or arbitrator;

4.8.2 Karus, its Subsidiaries and their agents are in material compliance with all applicable U.S. and foreign Laws and regulations:

4.9. Karus Contracts.  Each Karus Contract is legal, valid, binding and enforceable in accordance with its respective terms. No material default or breach of Karus or any of its Subsidiaries exists under any Karus Contract and, to the Knowledge of Karus, no such default exists with respect to any third party to any Karus Contract. Karus and its Subsidiaries are not participating in any discussions or negotiations regarding modification of or amendment to any Karus Contract or entry into any new material contract applicable to Karus or such Subsidiaries or the real or personal property of Karus or its Subsidiaries, except in the Ordinary Course. Each Karus Contract that requires the consent of or notice to the other party thereto in order to avoid any material breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby (collectively, the “Required Consents”) has been obtained by Karus as of the Closing Date, and as such, no breach, default or violation of any such contract, agreement or other instrument requiring consent or notice in connection with this Agreement or the transactions contemplated herein, has or will occur in connection with the Parties’ entry into this Agreement or the consumption of the transactions contemplated herein.

4.10. Taxes.

4.10.1 Tax Returns and Payment of Taxes. All Tax Returns of Karus and its Subsidiaries required to have been filed through the date hereof in accordance with applicable Law have been duly filed and are correct and complete in all material respects. All Taxes, deposits of Taxes or other payments relating to Taxes due and owing by Karus (whether or not shown on any Tax Return), have been paid in full. No extensions of time are in effect with respect to the dates on which any Tax Returns of Karus were or are due to be filed. No written Claim has been made since the formation of Karus or its Subsidiaries by a Governmental Entity in a jurisdiction where Karus or its Subsidiaries do not file Tax Returns that Karus or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. Karus and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Karus and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any agreement that under certain circumstances obligate it to make any payments that will not be deductible under Section 280G of the Code. Karus has delivered to ETHZilla correct and complete copies of all federal, state, local and foreign income Tax Returns (together with any agents’ reports) relating to its operations for taxable periods ended on or after December 31, 2023.

4.10.2 Tax Audits and Other Proceedings. No Claim for any Tax deficiency has been asserted or assessed in writing against Karus or its Subsidiaries, which has not been paid or resolved. No Liens for Taxes (other than Taxes not yet due and payable or being contested in good faith by appropriate proceedings) upon any of the assets of Karus or its Subsidiaries exist. To the Knowledge of Karus, no Claims, audits, or investigations are pending or threatened against Karus, or against Karus or its Subsidiaries for any Tax. No outstanding waivers or agreements by or on behalf of Karus or its Subsidiaries for the extension of time for the assessment of any Taxes or deficiency thereof exist. No requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by Karus or its Subsidiaries, or any other matters relating to Taxes pending between Karus or its Subsidiaries and any Governmental Entity exist.

4.11. Employment Matters.

4.11.1 Karus and its Subsidiaries are not a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its Employees. Since December 31, 2024 there has not been, nor to Karus’ Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Karus or its Subsidiaries.

4.11.2 Karus and its Subsidiaries are in compliance with all applicable Laws pertaining to employment and employment practice. No actions, suits, Claims, investigations or other legal Proceedings against Karus are pending, or to the Knowledge of Karus, threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the employment of any current or former employee of Karus or its Subsidiaries, including, any Claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws.

4.12. Gifts and Benefits. No Employee, consultant or agent of Karus or its Subsidiaries has knowingly directly or indirectly, given, to any customer, supplier, governmental employee or any actual or purported agent of any of the foregoing who is or may be in a position to help or hinder Karus or its Subsidiaries (or assist Karus or its Subsidiaries in connection with any actual or proposed transaction): (a) any illegal gift or benefit, or (b) any gift or similar benefit which if not continued or repeated in the future, would have a Material Adverse Effect on the relationship of Karus or its Subsidiaries with such Person.

4.13. Export Control Laws. Karus and its Subsidiaries have conducted its export transactions in compliance with applicable provisions of all applicable Laws relating to export controls and regulations.

4.14. Insurance. Karus and its Subsidiaries maintain adequate policies of insurance covering the business of Karus and such Subsidiaries (collectively, the “Insurance Contracts”). Such Insurance Contracts are valid and binding in accordance with their terms and are in full force and effect. All premiums due thereunder and payable have been paid and, as of the date of this Agreement, no written notice of cancellation or termination has been received by Karus or its Subsidiaries with respect to any Insurance Contracts. All such policies are valid, binding, outstanding and enforceable policies. There is no pending or to the knowledge of Karus, threatened claims relating to any Insurance Contracts. No notice of cancellation or termination has been received by Karus or its Affiliates with respect to any such policy, and, to the Knowledge of Karus, no act or omission has occurred which could reasonably be expected to result in cancellation of any such policy prior to its scheduled expiration date. Karus and its Subsidiaries have not been refused any insurance with respect to any material aspect of its operations nor has its coverage been materially limited by any insurance carrier to which it has applied for insurance. Neither Karus, nor any Affiliate of Karus, has received any notice from any insurance carrier issuing any such policy that insurance rates therefore will hereafter be materially increased or that there will hereafter be a cancellation or a material increase in a deductible or a nonrenewal of any such policy. Such policies of insurance are sufficient in all material respects for compliance by Karus with all applicable requirements of Law and with the applicable requirements of all contracts to which they are a party.

4.15. Transactions with Affiliates. Except as set forth on Schedule 4.15, none of Karus, its Subsidiaries, its Affiliates, any officer or director of Karus, any Person with whom any such officer or director has any direct or indirect relation by blood, marriage or adoption, any entity in which any such officer, director or Person owns any beneficial interest (other than a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than five percent of the stock of which is beneficially owned by all such officers, directors and Persons in the aggregate), any Affiliate of any of the foregoing and any current or former Affiliate of Karus or its Subsidiaries has any material interest in: (a) any contract, arrangement or understanding with, or relating to, Karus and its Subsidiaries or the properties or assets of Karus and its Subsidiaries; (b) any loan, arrangement, understanding, agreement or contract for or relating to Karus and its Subsidiaries or the properties or assets of Karus and its Subsidiaries; or (c) any property (real, personal or mixed), tangible or intangible, used or currently intended to be used by Karus and its Subsidiaries. No material part of the property or assets of any of the equity owners of Karus and its Subsidiaries or any direct or indirect subsidiary or affiliate of any of such Person is used by Karus or its Subsidiaries.

4.16. Licenses. Schedule 4.16 is a correct and complete list of all Licenses held by Karus and its Subsidiaries. Karus and its Subsidiaries own or possess all Licenses that are necessary to enable it to carry on their operations as presently conducted, except as could not have or reasonably be expected to result in a Material Adverse Effect. All such Licenses are valid, binding and in full force and effect. Except as set forth on Schedule 4.16, the execution, delivery and performance hereof and the consummation of the transactions contemplated hereby shall not adversely affect any such License, or require consent from, or notice to, any Governmental Entity. Karus and its Subsidiaries have taken all necessary action to maintain each License. No loss or expiration of any License is threatened, pending, or reasonably foreseeable (other than expiration upon the end of any term).

4.17. Brokers, Finders and Investment Bankers. Neither Karus, nor its Subsidiaries, nor any officer, member, director or employee of Karus nor any Affiliate of Karus, has employed any broker, finder or investment banker or incurred any Liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the transactions contemplated hereby.

4.18. Data Room; Information Supplied. All copies of and originals of all information, documents, financial statements, agreements and materials provided by Karus (including its Representatives, legal counsels and accountants) to ETHZilla (the “Provided Materials”), or its Affiliates or Representatives as part of the due diligence process leading up to the Parties entry into this Agreement were (a) accurate and complete in all material respects when provided  and remain materially accurate as of the Closing Date; and (b) did not contain any untrue statement of a material fact, or omit to include any material fact necessary to make the materials provided not misleading. Karus acknowledges that ETHZilla (and its Affiliates) are relying on the accuracy and completeness of such Provided Materials in connection with its decision to enter into this Agreement and to consummate the transactions contemplated herein.

4.19. No Indebtedness. As of the date hereof (a) no obligations exist with respect to any material Indebtedness of Karus, except as set forth on Schedule 4.6; and (b) no material liabilities, Indebtedness, agreements or other obligations are owed between Karus, on the one hand, and Karus and its Affiliates, on the other hand, except as set forth on Schedule 4.19.

4.20. Approval of Agreement. The Directors of Karus shall have authorized the execution and delivery of this Agreement and approved this Agreement and the transactions contemplated hereby.

4.21. Percentage Ownership of Karus. At Closing, the shares of Karus Stock (as defined below) sold to ETHZilla, along with the Separately Purchased Securities, will represent 20% of Karus’ Fully-Diluted Capitalization.

4.22. Additional Representations, Acknowledgements and Warranties of Karus Regarding the ETHZilla Shares. Karus represents, acknowledges and warrants the following to ETHZilla:

4.22.1 Karus recognizes that the ETHZilla Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the ETHZilla Shares is registered under the Securities Act or unless an exemption from registration is available. Karus may not sell the ETHZilla Shares without registering them under the Securities Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;

4.22.2 Karus is acquiring the ETHZilla Shares for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of ETHZilla Shares. Karus agrees to set forth its record address and EIN on the Share Registration Form, a form of which is attached hereto as Exhibit A (the “Share Registration Forms”);

4.22.3 Karus acknowledges that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, and has completed a Certificate of Accredited Investor Status, in the form attached hereto as Exhibit B (the “Karus Certification”);

4.22.4 Karus is aware of, has received and had an opportunity to review (A)  (i) ETHZilla’s Annual Report on Form 10-K for the year ended December 31, 2024; and (ii) ETHZilla’s Quarterly Reports on Form 10-Q and current reports on Form 8-K from January 1, 2025, to the date of Karus’ entry into this Agreement (which filings can be accessed by going to https://www.sec.gov/search/search.htm, typing “ETHZilla Corp” in the “Name, ticker symbol, or CIK” field, and clicking the “Submit” button), in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of ETHZilla; (B) has, a reasonable time prior to the date of this Agreement, been given an opportunity to review material contracts and documents of ETHZilla and has had an opportunity to ask questions of and receive answers from ETHZilla’s officers and directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of ETHZilla or any other person, nor any written representation or assurance from ETHZilla; in connection with Karus’ acceptance of the Securities and investment decision in connection therewith. Karus acknowledges that due to its receipt of and review of the information described above, it has received similar information as would be included in a Registration Statement filed under the Securities Act;

4.22.5 Karus has such knowledge and experience in financial and business matters such that Karus is capable of evaluating the merits and risks of an investment in ETHZilla Shares and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in ETHZilla Shares;

4.22.6 Karus acknowledges that it is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the ETHZilla Shares, and further acknowledges that ETHZilla is entering into this Agreement with Karus in reliance on this acknowledgment and with Karus’ understanding, acknowledgment and agreement that ETHZilla is privy to material non-public information regarding ETHZilla (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Karus, when making investment disposition decisions, including the decision to enter into this Agreement, and Karus’ decision to enter into this Agreement is being made with full recognition and acknowledgment that ETHZilla is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Karus. Karus hereby waives any claim, or potential claim, it has or may have against ETHZilla relating to ETHZilla’s possession of Non-Public Information. Karus has specifically requested that ETHZilla not provide it with any Non-Public Information. Karus understands and acknowledges that ETHZilla would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to ETHZilla in entering into this Agreement;

4.22.7 Karus has had an opportunity to ask questions of and receive satisfactory answers from ETHZilla, or any person or persons acting on behalf of ETHZilla, concerning the terms and conditions of this Agreement and ETHZilla, and all such questions have been answered to the full satisfaction of Karus;

4.22.8 Karus recognizes that an investment in ETHZilla is a speculative venture. The ownership of ETHZilla Shares as an investment involves special risks;

4.22.9 Karus realizes that ETHZilla Shares cannot readily be sold as they will be restricted securities and therefore the ETHZilla Shares must not be accepted unless Karus has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and Karus can provide for current needs and possible personal contingencies;

4.22.10 Karus confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold ETHZilla Shares for an indefinite period of time, and (iii) to afford a complete loss of its investment;

4.22.11 Karus has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in ETHZilla Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that ETHZilla Shares are a suitable investment for itself;

4.22.12 Karus has not become aware of and has not been offered ETHZilla Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Karus’ Knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising;

4.22.13 Karus confirms and acknowledges that ETHZilla Shares will bear the following restrictive legend (or a similar legend):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.”

4.23. No Untrue Representation or Warranty. No representation or warranty contained in this Agreement or any attachment, schedule, exhibit, certificate or instrument furnished to ETHZilla by Karus pursuant hereto, or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits to state any material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF ETHZILLA

ETHZilla hereby represents and warrants to Karus as follows as of the date hereof (which shall be automatically re-confirmed as of the Closing Date):

5.1. Organization. ETHZilla is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

5.2. Authorization. ETHZilla has all necessary corporate power and authority to execute and deliver this Agreement and ETHZilla Ancillary Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and ETHZilla Ancillary Documents by ETHZilla, the performance by ETHZilla of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary corporate action on the part of ETHZilla. This Agreement has been and, as of the Closing Date, ETHZilla Ancillary Documents shall be, duly executed and delivered by ETHZilla and do or shall, as the case may be, constitute the valid and binding agreements of ETHZilla, enforceable against ETHZilla in accordance with their respective terms, subject to applicable bankruptcy insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

5.3. Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and ETHZilla Ancillary Documents and the consummation of the transactions contemplated hereby and thereby do not or will not (as the case may be), violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under, or create in any part the right to terminate, modify or cancel (a) any term or provision of the organizational documents of ETHZilla, (b) any contract to which ETHZilla is a party, (c) any judgment, decree or order of any Governmental Entity to which ETHZilla is a party or by which ETHZilla or any of its properties is bound, or (d) any Law or arbitration award applicable to ETHZilla, except in the cases of clauses (b), (c) and (d) where the violation, conflict, breach, default, loss of benefit or acceleration will not, either individually or in the aggregate, materially delay or impair the ability of ETHZilla to consummate the transactions contemplated hereby, or by ETHZilla Ancillary Documents.

5.4. Independent Investigation. ETHZilla has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of Karus, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Karus for such purpose. ETHZilla acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, ETHZilla has relied solely upon its own investigation and the express representations and warranties of Karus set forth in this Agreement, including ARTICLE III and the Provided Materials; and (b) none of Karus or its Subsidiaries or any other Person has made any representation or warranty as to Karus, or its Subsidiaries or this Agreement, except as expressly set forth in this Agreement, including ARTICLE III (including the related portions of the Schedules).

5.5. Investment Representations. ETHZilla is acquiring the Karus Securities for its own account and not with a view to their distribution within the meaning of Section 2(a)(11) of the Securities Act. ETHZilla is an “accredited investor” as such term is defined under Rule 501 of the Securities Act. ETHZilla has such knowledge and experience in financial and business matters such that ETHZilla is capable of evaluating the merits and risks of an investment in the Karus Securities and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the Karus Securities. ETHZilla understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Karus Securities in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”

5.6. Brokers, Finders and Investment Bankers. Neither ETHZilla, nor an officer, director or employee of ETHZilla nor any Affiliate of ETHZilla, has employed any broker, finder or investment banker or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the transactions contemplated hereby.

5.7. Litigation. There are no Litigation or Claims pending or, to the knowledge of ETHZilla, threatened against ETHZilla or any of its Subsidiaries, except for those that would not be reasonably likely to have, either individually or in the aggregate, a material adverse effect on ETHZilla, its Subsidiaries or their operations.

5.8. No Integrated Offering. (i) Neither ETHZilla nor any Affiliates of ETHZilla, nor any Person acting on behalf of any of the foregoing, has, directly or indirectly, made any offers or sales of any security or solicited any offers to purchase any security, under circumstances that would require registration of any of the ETHZilla Shares issuable pursuant to this Agreement under the Securities Act or caused this offering of such shares of ETHZilla Shares to be integrated with prior offerings by ETHZilla for purposes of the Securities Act or any applicable stockholder approval requirements of any authority.

5.9. Approval of Agreement. The Directors of ETHZilla have authorized the execution and delivery of this Agreement by ETHZilla and the transactions contemplated hereby.

5.10. No Other Representations or Warranties. Except for the representations and warranties contained in this ARTICLE V or in any ETHZilla Ancillary Documents to which it is a party, neither ETHZilla nor any other Person makes any other express or implied representation or warranty on behalf of ETHZilla, or any of its Affiliates or Representatives to Karus.

5.11. No Untrue Representation or Warranty. No representation or warranty contained in this Agreement or any attachment, schedule, exhibit, certificate or instrument furnished to Karus by ETHZilla pursuant hereto, or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits to state any material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE VI.
JOINT REPRESENTATIONS AND CONFIRMATIONS

6.1. Joint Representations of the Parties. Karus represents the following to ETHZilla and ETHZilla represents the following to Karus:

6.1.1 Injunction. No effective injunction, writ or preliminary restraining order or any order of any nature is issued and outstanding by a Governmental Entity of competent jurisdiction to the effect that the Purchase and Subscription may not be consummated as provided herein, no Proceeding or lawsuit is commenced and ongoing by any Governmental Entity or third party for the purpose of obtaining any such injunction, writ or preliminary restraining order and no written notice is received and outstanding from any Governmental Entity indicating an intent to restrain, prevent, materially delay or restructure the transactions contemplated hereby.

6.1.2 Governmental Consents. All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, all Governmental Entities required in connection with the execution, delivery or performance hereof are obtained or made.

ARTICLE VII.
CLOSING

7.1. Closing. The Parties have executed this Agreement as of the date and year set forth in the introductory paragraph of this Agreement above and the “Closing” shall be deemed to have occurred and taken place at 8:00 a.m. on such date (the “Closing Date”).

7.2. Karus Closing Deliveries. At or prior to the Closing, Karus has delivered to ETHZilla the following:

7.2.1 a resolutions of the Board of Directors of Karus approving: (a) Karus’ entry into this Agreement, (b) the issuance of the Karus Securities and the fact that such Karus Securities and the Karus common stock issuable upon conversion thereof will be fully-paid and non-assessable upon issuance; and (c) explicitly referencing the Business Opportunities Waiver in Section 8.3 and stating that the Board of Karus, pursuant to its authority under Delaware General Corporation Law Section 122(17), has “determined” that the renounced opportunities shall not be considered corporate opportunities.

7.2.2 resolutions of the holders of preferred stock of Karus, approving among other things, the terms of the Rights Agreement and Restated Certificate;

7.2.3 a waiver of the holders of the Series Seed-3 stock of Karus, with respect to their rights under the Prior Financing Agreement;

7.2.4 a file stamped copy of the Restated Certificate, with such terms, provisions and preferences as are approved by the Parties prior to the filing thereof with the Secretary of State of Delaware;

7.2.5 an executed copy of the Rights Agreement;

7.2.6 a Share Registration Form and Karus Certification;

7.2.7 a certificate issued by the appropriate Governmental Entity evidencing the status of Karus, as of a date not more than five (5) calendar days prior to the Closing Date, in the jurisdiction of their incorporation, formation or organization, and as of a date not more than five (5) calendar days prior to the Closing Date, or such longer period as is reasonably practicable under the circumstances, in each other jurisdiction in which Karus is qualified to conduct business as foreign entities;

7.2.8 a certificate executed by the Chief Executive Officer or Chief Financial Officer of Karus certifying to the accuracy of the representations and warranties set forth in ARTICLE III hereof;

7.2.9 a certificate executed by the Secretary of Karus certifying to the Certificate of Incorporation and amendments thereto of Karus, the Bylaws of Karus in effect as of the date thereof, the Board minutes of the Board of Karus approving this Agreement and the terms hereof, and the incumbency of the signatories to this Agreement;

7.2.10 the Karus Disclosure Schedules;

7.2.11 copies of the Stock Purchase Agreements executed by each of the Separate Sellers; and

7.2.12 all other documents required to be entered into by Karus pursuant hereto or reasonably requested by ETHZilla to convey Karus Securities to ETHZilla or to otherwise consummate the transactions contemplated hereby.

7.3. ETHZilla Closing Deliveries. At or prior to the Closing, ETHZilla has delivered to Karus the following:

7.3.1 The Closing Cash;

7.3.2 minutes of the Directors of ETHZilla approving the issuance of ETHZilla Shares and approving the Purchase and Subscription;

7.3.3 a certificate executed by the Chief Executive Officer or Chief Financial Officer of ETHZilla certifying to the accuracy of the representations and warranties set forth in ARTICLE V hereof; and

7.3.4 all other documents required to be entered into by ETHZilla pursuant hereto or reasonably requested by Karus to otherwise consummate the transactions contemplated hereby.

7.4. ETHZilla Post-Closing Deliveries. Within five (5) Business Days of the Closing, ETHZilla shall deliver to Karus:

7.4.1 Confirmation of the book-entry statements evidencing the ETHZilla Shares; and

7.4.2 an executed blockchain infrastructure plan identifying the Company and its Affiliates as the exclusive platform providers for the Tokenization and securitization of the Auto Loan Assets.

7.5. Karus Post-Closing Deliveries. Within five (5) Business Days of the Closing, Karus shall deliver to ETHZilla confirmation of the book-entry statements evidencing the Karus Securities.

ARTICLE VIII.
POST-CLOSING OBLIGATIONS; WAIVER OF BUSINESS OPPORTUNITIES

8.1. Compliance With Lock-Up Periods.(a) Karus shall comply with all applicable Lock-Up Periods as discussed in Section 2.1, above.

8.2. Tokenization of Auto Loan Assets and Exclusive Listing Rights. Following the Closing:

8.2.1 Karus shall use its commercially reasonable efforts to Tokenize the Auto Loan Assets, with the Platform serving as the sole and exclusive blockchain infrastructure and trading platform for any such Tokenization. In furtherance thereof, Karus shall not, and shall ensure that none of its Affiliates or agents shall, directly or indirectly, (a) Tokenize any Auto Loan Assets to directly compete with the business of ETHZilla, (b) offer, facilitate, or permit the listing of any Tokenized Auto Loan Assets outside the ordinary course of business, or (c) engage in any related activities, including deployment of smart contracts, on any platform other than the Platform.

8.2.2 All blockchain architecture, data indexing, and token issuance smart contracts created by or in cooperation with ETHZilla shall be deployed on an ETHZilla approved Ethereum Layer 2 network.

8.2.3 [Intentionally omitted.]

8.2.4 In the event of a breach of this Section 4, ETHZilla shall be entitled to all remedies available at law or in equity, including injunctive relief, specific performance, and recovery of any damages arising from such breach.

8.2.5 For the purposes of this Section 8.2: “Auto Loan Assets” means (i) any and all contracts, rights to receive payment, and other assets associated with any auto loans that are originated or listed by Karus or on the Karus platform, and (ii) any securities linked to or derived from the foregoing, including any securitizations on a specifically designed Ethereum Layer 2 blockchain; “Platform” means the liquidity.io platform or Satschel platform designated in writing by ETHZilla; and “Tokenize” or “Tokenization” means the creation of a unique digital token, issued on Ethereum Layer 2 protocols, representing the Auto Loan Assets.

8.3. Business Opportunities Waiver. Karus, on behalf of itself and its Subsidiaries, to the fullest extent permitted by applicable law: (a) acknowledges and affirms that ETHZilla and the ETHZilla Board Representative (defined below), (i) have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct or indirect investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by Karus and its Subsidiaries (and related businesses) that may, are or will be competitive or overlap with, or are complementary to, Karus’ or any of its Subsidiaries’ businesses or that could be suitable for Karus’ or any of its subsidiaries’ interests, (ii) do business with clients, customers, vendors or lessors of any of Karus or its Affiliates or any other Person with which any of Karus or its Affiliates has a business relationship, (iii) have interests in, participate with, aid and maintain seats on the board of directors or similar governing bodies of, or serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, and (v) may or will, as a result of or arising from the matters referenced in this Section 8.3, or the nature of the ETHZilla’s businesses and other factors, have conflicts of interest or potential conflicts of interest; (b) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (a)(i) through (a)(v) (each, a “Renounced Business Opportunity”)); and (c) acknowledges and affirms that ETHZilla and the ETHZilla Board Representative, shall not have any obligation to communicate or offer any Renounced Business Opportunity to Karus or any of its Subsidiaries, and ETHZilla and the ETHZilla Board Representative, may pursue a Renounced Business Opportunity. Karus agrees that in the event that ETHZilla or any of its officers, directors, employees, partners and agents and/or any ETHZilla Board Representative acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (A) ETHZilla or the ETHZilla Board Representative and (B) Karus or its Subsidiaries, neither the ETHZilla, the ETHZilla Board Representative, nor any director, officer, employee, partner or agent of ETHZilla or the ETHZilla Board Representative, shall have any duty to offer or communicate information regarding such corporate opportunity to Karus or its Subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of (x) such Person acting in such Person’s capacity as a director of Karus or (y) such Person’s receipt of confidential information of Karus. The provisions of this Section 8.3 shall be defined herein as the “Business Opportunities Waiver”. The provisions of this Section 8.3 shall survive the Closing and continue to bind Karus in perpetuity.

ARTICLE IX.
POSITIVE COVENANTS OF KARUS

From and after the Closing, and until the Covenant Termination Date (or such earlier or later date as set forth below, including for the sake of clarity, Section 9.1, which shall modify the Covenant Termination Date as set forth therein for all purposes), Karus covenants and agrees as follows:

9.1. Board Representation.

9.1.1 Karus shall cause one (1) representative designated by ETHZilla (the “ETHZilla Board Representative”) to be appointed to the Board of Directors of Karus (the “Board”) promptly following the Closing by the action of the Board and without a shareholder vote. Karus shall take all necessary corporate and contractual actions to ensure such appointment remains in effect until the date that ETHZilla and its Affiliates do not beneficially own (as calculated in accordance with Rule 13d-3 of the Exchange Act) at least half of their purchased equity interests in Karus (such date, the “Board Appointment Termination Date”). The ETHZilla Board Representative shall have the same rights, privileges (including indemnification), expense reimbursement and compensation, and obligations as any other director of Karus, subject to applicable law. Upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board of the ETHZilla Board Representative, ETHZilla shall have the right to designate a replacement for such ETHZilla Board Representative. The Board shall use its commercially reasonable efforts to take all action required to fill the vacancy resulting therefrom with such person, using all reasonable best efforts to have such person elected as director of Karus by the Board and thereafter by soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be. ETHZilla shall have the right to remove any ETHZilla Board Representative with written notice to Karus and/or to replace any ETHZilla Board Representative, with or without cause. Following the Closing and until the Board Appointment Termination Date, the Board of Karus shall nominate the ETHZilla Board Representative to the Board of Karus for approval by Karus’ stockholders at each annual meeting of stockholders and recommend that the stockholders of Karus appoint the ETHZilla Board Representative as a member of the Board. Karus shall use its reasonable best efforts to have the Board Representative elected as a director of Karus by the stockholders of Karus, and Karus shall solicit proxies for the Board Representative to the same extent as it does for any of its other Karus nominees to the Board of Directors.

9.1.2 Karus shall notify the ETHZilla Board Representative at the same time and in the same manner as such notification is delivered to the other members of the Board, of all regular meetings and special meetings of the Board and of all regular and special meetings of any committee of the Board of which such person is a member. The Company and the Board shall provide such ETHZilla Board Representative with copies of all notices, minutes, consents and other material that it provides to all other members of the Board and all other members of each committee of the Board of which such person is a member concurrently as such materials are provided to the other members of the Board or such committee.

9.1.3 The ETHZilla Board Representative shall be entitled to the same directors’ and officers’ insurance coverage as the other directors and the same indemnification and exculpation rights from Karus as such other directors, in each case. If Karus enters into indemnification agreements with its directors generally, Karus will enter into an indemnification agreement with the ETHZilla Board Representative in substantially the same form as the other directors.

9.2. Quarterly Budget Meetings. Karus shall convene quarterly meetings of the Board to approve a quarterly budget for Karus (the “Quarterly Budget”) and to review Karus’ financial performance. The ETHZilla Board Representative shall be entitled to participate fully in such meetings. No increase to Karus’ budgeted spending assumptions prior to total offset from revenue shall be effective without the consent of the Karus Board.

9.3. Financial Reporting. Karus shall deliver to the ETHZilla Board Representative:

(a) unaudited quarterly financial statements (including balance sheet, income statement, and cash flow statement), a written analysis of any variances from the Quarterly Budget, and a management commentary report within thirty (30) days following the end of each fiscal quarter; and

(b) audited annual financial statements prepared in accordance with GAAP within ninety (90) days following the end of each fiscal year.

9.4. Use of Platform. All blockchain infrastructure, digital asset issuance, and Tokenization related to the operations of Karus and its Affiliates shall be conducted exclusively using the Platform. No modification to the blockchain infrastructure, Tokenization framework, or Ethereum Layer 2 network design relating to the Auto Loan Assets shall occur without the prior written consent of ETHZilla. ETHZilla shall maintain governance and issuance rights over digital tokens relating to the Auto Loan Assets for treasury management, yield distribution, or collateralization purposes.

9.5. Commercial Reasonableness. Karus shall use commercially reasonable efforts to comply with the covenants set forth in this ARTICLE IX, above; provided, however, that Karus shall not be required to take any action that would reasonably be expected to materially impair its ordinary business operations or result in a violation of applicable law. Notwithstanding anything to the contrary in this Agreement, the covenants in this ARTICLE IX, above, are not intended to prevent Karus from carrying on its business in the ordinary course or from acting in good faith to address exigent circumstances.

ARTICLE X.
NEGATIVE COVENANTS OF KARUS

Without the prior written approval of ETHZilla, until the Covenant Termination Date, Karus shall not, and shall cause its subsidiaries not to:

10.1. Budget Compliance. Expend funds in excess of the approved Quarterly Budget; provided, however, that (i) budget overruns of up to 7.5% of any individual budgeted line item, or up to $50,000 in the aggregate in any fiscal quarter, shall not require prior consent, and (ii) consent to any overages requested by Karus shall not be unreasonably withheld, conditioned, or delayed.

10.2. No New Business Lines. Enter into or pursue any new business lines, markets, or material product or service offerings not contemplated by a business plan or budget previously approved by ETHZilla.

10.3. Capital Expenditures. Make or commit to make any capital expenditures (“CAPEX”) in excess of $100,000 (individually or in the aggregate in any fiscal quarter).

10.4. Compensation Adjustments. Increase the base salary, cash bonuses, option grants, or other incentive compensation of any C-level executive officer of Karus (which C-level executive positions shall be determined by title and/or role).

10.5. Indebtedness. Incur, assume, guarantee, or otherwise become liable for any Indebtedness of over $100,000, except for (i)  other trade payables in the ordinary course of business consistent with past practice, and (ii) purchase money obligations or equipment leases not exceeding $50,000 in the aggregate outstanding at any time, except pursuant to the procedures set forth in Section 10.8, below.

10.6. Sale or Disposition of Karus. Approve or consummate any merger, consolidation, sale or license of all or substantially all of Karus’ assets, sale of a controlling equity interest, or similar transaction without the prior approval of the Board.

10.7. Public Listing or Reverse Merger. Approve or consummate any public listing, initial public offering, direct listing, or reverse merger involving Karus without the prior approval of the Board.

10.8. Issuance or Amendment of Preferred Stock; Karus Common Stock or Common Stock Equivalents. Authorize or issue, or amend any of the terms of any outstanding: (a)  preferred stock; (b) Karus Common Stock; or (c) Common Stock Equivalents, without the prior approval of the Board.

10.9. Amendment of Articles of Incorporation or Bylaws. Authorize, approve or affect, any amendment of any term of Karus’ Articles of Incorporation, as amended as of the Closing Date, or Bylaws, as amended as of the Closing Date, without the prior approval of the Board.

ARTICLE XI.
REGISTRATION RIGHTS

11.1. Requirement to File Registration Statement. ETHZilla shall use its reasonable best efforts to prepare and file a Registration Statement with the Securities and Exchange Commission (“SEC”) covering the resale of all Registrable Securities held by each of the Selling Stockholders for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (the “Registration Statement”) on or before the Filing Deadline (defined below). ETHZilla shall use best reasonable efforts to cause a Registration Statement filed pursuant to Section 11.1 to be declared effective as soon as reasonably practicable thereafter, but no later than the Effectiveness Deadline (as defined below).

11.2. Form of Registration Statement. Any Registration Statement filed with the SEC pursuant to Section 11.1 shall be on Form S-3 or, if Form S-3 is not then available to ETHZilla, on Form S-1, which Form S-1 shall be converted to a Form S-3 at such time as ETHZilla becomes so eligible, or such other form or forms of registration statement as are then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a Prospectus in such form as to permit the Selling Stockholders to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the Effective Date for such Registration Statement. Requirement to Keep Effective. During the Effectiveness Period, ETHZilla shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to Section 11.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available for the resale of the Registrable Securities without interruption until all Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the Effective Date of a Registration Statement, but in any event within three Business Days of such date, ETHZilla shall notify the Selling Stockholders of the effectiveness of such Registration Statement.

11.3. Grace Periods.  

11.3.1 Notwithstanding anything to the contrary herein, ETHZilla shall be entitled to postpone the filing or effectiveness of, or, at any time after a Registration Statement has been declared effective by the SEC, suspend the use of, a Registration Statement (including the Prospectus included therein) after the Filing Deadline and the Effectiveness Deadline if, in the reasonable and good faith judgment of the ETHZilla Board of Directors (the “ETHZilla Board”), (i) such registration, offering or use would reasonably be expected to materially affect in an adverse manner, or materially interfere with any bona fide material financing of ETHZilla or any material transaction under consideration by ETHZilla or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect ETHZilla in an adverse manner; (ii) ETHZilla is in possession of material non-public information, the disclosure of which would not be, in the reasonable and good faith opinion of the ETHZilla Board, in the best interests of ETHZilla; (iii) ETHZilla must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading; or (iv) such registration or continued registration would render ETHZilla unable to comply with the requirements of the Securities Act or Exchange Act (the period of a postponement or suspension as described in clause (i) and/or a delay described in clause (ii), (iii) or this clause (iv), a “Grace Period”).

11.3.2 ETHZilla shall promptly, and no later than three calendar days following the occurrence of an event giving rise to the Grace Period, (i) notify the Selling Stockholders in writing of the existence of the Grace Period (provided that ETHZilla shall not disclose the content of such material non-public information to the Selling Stockholders, without the express consent of such Selling Stockholders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period began or will begin, and (ii) notify the Selling Stockholders promptly, and no later than three calendar days following the conclusion of an event giving rise to the Grace Period, in writing of the date on which the Grace Period ends.

11.3.3 The duration of any one Grace Period shall not exceed 30 days and there shall not be more than two (2) Grace Periods in any 365-day period. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Selling Stockholders receive the notice referred to in clause (i) of Section 11.3.2 and shall end on and include the later of the date the Selling Stockholders receive the notice referred to in clause (ii) of Section 11.3.2 and the date referred to in such notice.

11.4. Registration Procedures. At least three Business Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, ETHZilla will notify each of the Selling Stockholders of the information ETHZilla requires from the Selling Stockholders, including any Selling Stockholder Questionnaire, which shall be completed and delivered to ETHZilla promptly upon request and, in any event, within one Business Days prior to the applicable anticipated filing date. The Selling Stockholders acknowledge and agree that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 11.4 will be used by ETHZilla in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

11.5. Registration Expenses. ETHZilla shall pay all reasonable Registration Expenses. The Selling Stockholders shall pay their Selling Expenses in connection with any sale of its Registrable Securities.

11.6. Cooperation by the Selling Stockholders. The Selling Stockholders agree, if requested in writing, to represent to ETHZilla the total number of shares of ETHZilla Common Stock beneficially owned by such Selling Stockholders, if the Selling Stockholders are an entity, the person or persons with voting and dispositive control over such Selling Stockholder, and such other information as may be reasonably requested by ETHZilla or its counsel, in order for ETHZilla to make required disclosures in the Registration Statement.

11.7. Compliance. The Selling Stockholders covenant and agree that they will comply with the Prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to any Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in such Registration Statement.

11.8. Discontinued Disposition. By its acquisition of Registrable Securities, the Selling Stockholders agree that, upon receipt of a notice from ETHZilla of the occurrence of a Grace Period or any event of the kind described in Section 11.3.1 or the discovery that, or upon the happening of any event as a result of which, the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made and for which the Company chooses to suspend the use of the Registration Statement and Prospectus; the Selling Stockholders will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by ETHZilla that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.

11.9. Liquidated Damages. If (i) the Registration Statement required to be filed pursuant to Section 11.1, has not been filed by the 30^th calendar day following the Closing, or if such date is not a Business Day, the next Business Day thereafter (the “Filing Deadline”), (ii) the Registration Statement has not been declared effective by the earlier of (a) the 120th calendar day following the initial filing date of the Registration Statement if the SEC notifies ETHZilla that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date ETHZilla is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”), or (iii) after any Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or ETHZilla’s failure to update such Registration Statement), or, if the Registration Statement is on Form S-1, for a period of 30 days following the date on which ETHZilla files a post-effective amendment to incorporate ETHZilla’s Annual Report on Form 10-K (a “Maintenance Failure”), then, except as discussed in Section 11.10, ETHZilla will make pro rata payments to each Selling Stockholder then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate amount of the aggregate value of such Registrable Securities, for each 30-day period or pro rata for any portion thereof during which the failure continues (the “Blackout Period”). The amounts payable as liquidated damages pursuant to this paragraph shall be paid in cash no later than five Business Days after each such 30 day period following the commencement of the Blackout Period (except as set forth above as to Grace Periods) until the termination of the Blackout Period (the “Blackout Period Payment Date”). Interest shall accrue at the rate of 0.5% per month on any such liquidated damages payments that shall not be paid by the Blackout Period Payment Date until such amount is paid in full. Notwithstanding the above, in no event shall the aggregate amount of liquidated damages (or interest thereon) paid under this Section 11.9 exceed, in the aggregate, $250,000. Notwithstanding anything in this Section 11.9 to the contrary, during any periods that ETHZilla is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities because any Selling Stockholder fails to furnish information required to be provided pursuant to this ARTICLE XI within three Business Days of ETHZilla’s request, any liquidated damages that would otherwise accrue as to such Selling Stockholder shall be tolled until such information is delivered to ETHZilla.

11.10. Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in any Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, ETHZilla shall be obligated to use best efforts to advocate with the SEC for the registration of all of the Registrable Securities) or requires any Selling Stockholder to be named as an “underwriter,” ETHZilla shall (i) promptly notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Selling Stockholders is an “underwriter.” In the event that, despite ETHZilla’s best efforts the SEC refuses to alter its position, ETHZilla shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure ETHZilla’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that ETHZilla shall not name any Selling Stockholder as an “underwriter” in such Registration Statement without the prior written consent of such Selling Stockholder (provided that, in the event a Selling Stockholder withholds such consent, ETHZilla shall have no obligation hereunder to include any Registrable Securities of such Selling Stockholder in any Registration Statement covering the resale thereof until such time as the SEC no longer requires such Selling Stockholder to be named as an “underwriter” in such Registration Statement or such Selling Stockholder otherwise consents in writing to being so named). Any cut-back imposed on the Selling Stockholders pursuant to this Section 11.10 shall be allocated among the Selling Stockholders on a pro rata basis and shall be applied first to any of the Registrable Securities of such Selling Stockholder as such Selling Stockholder shall designate, unless the SEC Restrictions otherwise require or provide or the Selling Stockholders otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as ETHZilla is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 11.10 (including ETHZilla’s obligations with respect to the filing of a Registration Statement and its obligations to use reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein and the liquidated damages provisions and repurchase obligations relating thereto) shall again be applicable to such Cut Back Shares.

ARTICLE XII.
INDEMNIFICATION

12.1. Indemnification Obligations of Karus. Karus shall indemnify, defend and hold harmless ETHZilla Indemnified Parties from, against, and in respect of, any and all Claims, liabilities, obligations, damages, losses, costs, expenses, charges, assessments, interest, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to:

12.1.1 any material breach or inaccuracy of any representation or warranty made by Karus in this Agreement or Karus Ancillary Documents;

12.1.2 any material breach of any covenant, agreement or undertaking made by Karus in this Agreement or Karus Ancillary Documents;

12.1.3 any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of Prospectus, or in any amendment or supplement thereto or in any preliminary Prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (a) to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding such Selling Stockholders furnished in writing to ETHZilla by such Selling Stockholders expressly for use therein; or (b) to the extent, but only to the extent, that such information relates to such Selling Stockholders or such Selling Stockholders’ proposed method of distribution of Registrable Securities and was provided by such Selling Stockholders expressly for use therein.

The Claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of ETHZilla Indemnified Parties described in this Section 12.1 as to which ETHZilla Indemnified Parties are entitled to indemnification are collectively referred to as “ETHZilla Losses.”

12.2. Indemnification Obligations of ETHZilla. ETHZilla shall indemnify and hold harmless the Karus Indemnified Parties from, against and in respect of any and all Claims, liabilities, obligations, losses, damages, costs, expenses, charges, assessments, interest, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to:

12.2.1 any material breach or inaccuracy of any representation or warranty made by ETHZilla in this Agreement or in any ETHZilla Ancillary Document;

12.2.2 (a) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus thereto or (b) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (i) such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding such Selling Stockholders furnished in writing to ETHZilla by such Selling Stockholders expressly for use therein, or to the extent that such information relates to such Selling Stockholders or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was provided by such Selling Stockholders expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (ii) in the case of an occurrence of an event of the type specified in Section 11.3.1, related to the use by the Selling Stockholders of an outdated or defective Prospectus after ETHZilla has notified such Selling Stockholders in writing that the Prospectus is outdated or defective; and

12.2.3 any breach of any covenant, agreement or undertaking made by ETHZilla in this Agreement or in any ETHZilla Ancillary Document.

The Claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of Karus Indemnified Parties described in this Section 12.2 as to which Karus Indemnified Parties are entitled to indemnification are collectively referred to as “Karus Losses.”

12.3. Calculation of Indemnification Obligations.12.3.1 For purposes of determining (x) whether there has been a breach or inaccuracy of a representation and warranty; and (y) the amount of any Karus Losses or ETHZilla Losses, (i) each representation and warranty in this Agreement shall be deemed made without any qualifications or limitations as to materiality and (ii) without limiting the foregoing, the words “material,” “Material Adverse Effect,” and words of similar import shall be deemed deleted from any such representation and warranty.

12.4. Indemnification Procedure.12.4.1

12.4.2 Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any audit, investigation, action or Proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any ETHZilla Loss or Karus Loss (as the case may be), such Indemnified Party shall notify ETHZilla or Karus, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or notice of the commencement of such audit, investigation, action or Proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such Claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in harm to the Indemnifying Party. The Indemnifying Party may, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any ETHZilla Losses or Karus Losses (as the case may be) resulting from such audit, investigation, action or Proceeding, assume the defense of such audit, investigation, action or Proceeding, to the extent such audit, investigation, action or Proceeding involves solely monetary damages, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel; provided, however, that an Indemnifying Party will not be entitled to assume the defense of any audit, investigation, action or Proceeding if (i) such Claim may result in criminal liability of, or equitable remedies against, the Indemnified Party; or (ii) the Indemnified Party reasonably believes that the interests of the Indemnifying Party and the Indemnified Party with respect to such Claim are in conflict with one another, and as a result, the Indemnifying Party may not adequately represent the interests of the Indemnified Party in such Claim. If, however, the Indemnifying Party declines or fails to assume, or is not permitted to assume, the defense of the audit, investigation, action or Proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) day period, or if the Indemnifying Party is not entitled to assume the defense of the audit, investigation, action or Proceeding in accordance with the preceding sentence, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or Proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel for the Indemnified Party as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or Proceeding. If the Indemnifying Party fails to diligently prosecute the defense of any audit, investigation, action or Proceeding, the Indemnified Party may pay, compromise, and defend such audit, investigation, action or Proceeding and seek indemnification for any and all Claims, liabilities, losses, damages, costs, expenses, penalties, fines, judgments and fees based upon, arising from or relating to such audit, investigation, action or Proceeding. In any audit, investigation, action or Proceeding for which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, may participate in such matter and retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter.

12.4.3 No Indemnified Party may settle or compromise any audit, investigation, action or Proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party fails to assume, or is not permitted to assume, and maintain the defense of such Claim pursuant to Section 12.4.1 or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, managers, employees and Affiliates from all liability arising out of such Claim. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (x) includes an unconditional release of the Indemnified Party and its officers, directors, managers, employees and Affiliates from all liability arising out of such Claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates.

12.4.4 If an Indemnified Party Claims a right to payment pursuant to this Agreement, such Indemnified Party shall send written notice of such Claim to the Indemnifying Party. Such notice shall specify the basis for such Claim. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE XII or the amount thereof, the Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this ARTICLE XII, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the Claim (or any portion of the Claim) is estimated, on such later date when the amount of such Claim (or such portion of such Claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such Claim as provided above, as promptly as possible, the Indemnified Party and the Indemnifying Party shall establish the merits and amount of such Claim (by mutual agreement, litigation, arbitration or otherwise) and, within five (5) Business Days following the final determination of the merits and amount of such Claim, the Indemnifying Party shall pay to the Indemnified Party in immediately available funds in an amount equal to such Claim as determined hereunder.

12.4.5 If ETHZilla believes that Karus has breached any covenant of this Agreement, ETHZilla shall provide written notice to Karus specifying the nature of the breach in reasonable detail. Karus shall have fifteen (15) days after receipt of such notice to cure the breach to ETHZilla’s reasonable satisfaction before ETHZilla may exercise any contractual remedies, unless the breach is incapable of cure; provided, however, that no such notice or opportunity to cure shall be required in the event of an Emergency or where ETHZilla’s good faith determination, based on objective circumstances, it is determined that the giving of such notice or the delay in taking action could materially adversely affect ETHZilla’s rights, interests, or remedies under this Agreement or otherwise cause material harm. “Emergency” means circumstances involving: (i) imminent threat to health or safety; (ii) material risk of criminal liability; (iii) violation of court order or regulatory deadline; or (iv) breach threatening immediate and irreparable harm to ETHZilla’s investment in Satschel or rights under this Agreement.

12.5. Claims Period. The Claims Period hereunder for shall begin on the date hereof and terminate twenty-four (24) months after the Closing Date, except for claims for fraud and except for claims pursuant to Sections 12.1.3 or 12.2.2 hereof, which Claims Period shall be indefinite, provided that, the covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing Date shall survive for the period provided in such covenants and agreements, if any, or until fully performed. Notwithstanding the foregoing, if, before the close of business on the last day of the applicable Claims Period, the Indemnifying Party is properly notified of a Claim for indemnity hereunder and such Claim is not finally resolved or disposed of at such date, such Claim shall continue to survive and shall remain a basis for indemnity hereunder until such Claim is finally resolved or disposed of in accordance with the terms hereof.

12.6. Liability Limits. Notwithstanding anything to the contrary set forth herein, no ETHZilla Indemnified Party shall be indemnified by Karus under this ARTICLE XII for any ETHZilla Losses and no Karus Indemnified Party shall be indemnified by ETHZilla under this ARTICLE XII for any Karus Losses with respect to any Claim unless such Claim involves ETHZilla Losses or Karus Losses, as applicable, in excess of $100,000 (the “Deductible”), after which Karus or ETHZilla, as applicable, shall be obligated for such aggregate ETHZilla Losses or Karus Losses, as applicable, from the first dollar.

12.6.1 The total aggregate amount of the liability of Karus for ETHZilla Losses pursuant to Section 12.1.1, Section 12.1.2 and Section Error! Reference source not found. and of ETHZilla pursuant to Section 12.2.1 and Section 12.2.3, shall be limited to $1,000,000 (the “Cap”).

12.6.2 Neither the Deductible nor the Cap shall apply to any ETHZilla Losses or Karus Losses (i) which are not expressly subject to the Cap; or (ii) in respect of any fraud Claim.

12.6.3 Payments by an Indemnifying Party pursuant to Section 12.1 or Section 12.2 in respect of any ETHZilla Loss or Karus Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or Karus) in respect of any such Claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement.

12.6.4 In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any Claim).

12.6.5 The amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Party (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance Claims) in connection with or as a result of any Claim giving rise to an indemnification Claim hereunder. If the indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Party’s actual receipt of insurance proceeds related thereto, the Indemnified Party shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the Indemnifying Party to pursue collection of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Party subsequently receives such insurance proceeds, then the Indemnified Party shall promptly pay to or at the direction of the Indemnifying Party the amount of such insurance proceeds subsequently received (net of all related costs, expenses and other losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Party shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so.

12.6.6 No Indemnified Party shall be entitled to indemnification hereunder for any loss in respect of any Claim to the extent that (i) such loss would not have arisen but for the enactment of any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Entity after the Closing Date or any change in any generally accepted accounting principles after the Closing Date, including in each case any legislation or change which takes effect retrospectively, (ii) such loss has arisen as a result of any act or omission by the party seeking indemnification on or after the Closing Date (including without limitation resulting from any change in accounting principles, practices or methodologies) and to the extent of any loss arising from any breach by the party seeking indemnification of its obligations under this Agreement (provided such party’s breach is a principal cause or principal contributing factor to such party’s Losses related thereto), and (iii) such loss is offset by a corresponding gain accruing after the Closing Date, directly or indirectly, to the benefit of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to such loss.

12.7. Exclusive Remedy. The Parties agree that, excluding (a) any Claim for injunctive or other equitable relief or (b) any Claim related to fraud by any of Karus or ETHZilla in connection with the transactions related to this Agreement, and any Right of Set Off applicable to ETHZilla, the indemnification provisions of this ARTICLE XII are intended to provide the sole and exclusive remedy as to all Claims either Karus, on the one hand, or ETHZilla, on the other hand, may incur arising under, from, out of or relating to this Agreement. Neither Party nor any other Person will have any other entitlement, remedy or recourse, whether in contract or tort, by law or equity. All such other entitlements, remedies and recourse are expressly waived and released by the Parties, to the fullest extent permitted by law. Except as otherwise set out in the first sentence in this Section 12.7, the Parties agree that neither Party shall have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to disclose, representations or warranties not set forth in this Agreement.

ARTICLE XIII.
CONSTRUCTION; DEFINITIONS

13.1. Definitions. In addition to other terms defined throughout this Agreement, the following terms have the following meanings when used herein:

13.1.1 “Affiliate” of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

13.1.2 “Auto Loan Assets” has the meaning given to such term in Section 8.2.5.

13.1.3 “Business Day” means any day except Saturday, Sunday or any day on which banks are authorized by Law to be closed in Palm Beach, Florida or San Francisco, California.

13.1.4 “Claim” means any claim (including any product liability, malpractice or errors or omission claim), demand, complaint, cause of action, investigation, inquiry, suit, action, hearing, notice of violation or legal, administrative, arbitrative or other Proceeding.

13.1.5 “Claims Period” means the period during which a claim for indemnification may be asserted hereunder by an Indemnified Party.

13.1.6 “Closing Date” means the date on which the Closing occurs.

13.1.7 “Closing” means the consummation of the transactions contemplated by this Agreement at the date and time set forth in Section 7.1 of this Agreement.

13.1.8 “Code” means the United States Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

13.1.9 “Common Stock Equivalents” means any capital stock or other security of Karus or any of its subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of Karus (including, without limitation, Karus Common Stock) or any of its subsidiaries.

13.1.10 “Confidential Information” means any data or information of Karus (including trade secrets) that is used in or valuable to the operation of Karus’ business and is not generally available to the public or competitors.

13.1.11 “Contract” means a contract, agreement, lease, indenture, mortgage, deed of trust, evidence of indebtedness, binding commitment or instrument, whether oral or written to which any of Karus or its Subsidiaries, in each case, is a party or by which any of them is bound.

13.1.12 “Control” means, when used with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

13.1.13 “Covenant Termination Date” means the Board Appointment Termination Date.

13.1.14 “Directors” means the (i) Board of Directors of a corporation; (ii) the Managers of a limited liability company, if manager managed and the Members of a limited liability company, if member managed; or (iii) the General Partner of a partnership, as applicable, or in each case similar management personnel of the applicable entity, which are authorized to govern the entity and have authority to approve and adopt, among other things, this Agreement and the terms and conditions hereof.

13.1.15 “Effective Date” means the date that a Registration Statement filed pursuant to Section 11.1 of this Agreement is first declared effective by the SEC.

13.1.16 “Effectiveness Period” means the period beginning on the Effective Date for a Registration Statement and ending at the time all Registrable Securities covered by such Registration Statement (or if such Registration Statement becomes unavailable, another Registration Statement) have ceased to be Registrable Securities.

13.1.17 “ETHZilla Ancillary Documents” means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by ETHZilla in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents which ETHZilla is party to.

13.1.18 “ETHZilla Indemnified Parties” means ETHZilla and its Affiliates, each of their respective Representatives and each of the heirs, personal representatives, successors and assigns of any of the foregoing.

13.1.19 “ETHZilla Shares” has the meaning given to such term in Section 2.1.

13.1.20 “Exhibit” means any exhibit attached to this Agreement.

13.1.21 “FCPA” means the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq. 

13.1.22 “Form S-1” means Form S-1 under the Securities Act, or any other form hereafter adopted by the SEC for the general registration of securities under the Securities Act.

13.1.23 “Form S-3” means Form S-3 under the Securities Act, or any other form hereafter adopted by the SEC having substantially the same usage as Form S-3.

13.1.24 “Fully-Diluted Capitalization” means the number of shares of outstanding Karus Common Stock on a fully-diluted basis, including (i) conversion or exercise of all securities convertible into or exercisable for Karus Common Stock, including, but not limited to all Common Stock Equivalents, (ii) exercise of all outstanding options and warrants to purchase Karus Common Stock, and (iii) the shares reserved or authorized for issuance under Karus’ existing stock option plan or any stock option plan.

13.1.25 “GAAP” means generally accepted accounting principles in the United States of America as applied consistently with the past practices of Karus.

13.1.26 “Governing Documents” means (i) the articles or certificate of incorporation, or certificate of formation, and the bylaws of a corporation; (ii) the partnership agreement and any statement of partnership of a general partnership; (iii) the limited partnership agreement and the certificate or articles of limited partnership of a limited partnership; (iv) the limited liability partnership agreement and the certificate or articles of limited liability partnership of a limited liability partnership; (v) the operating agreement or limited liability company agreement and the articles of organization or certificate of formation of a limited liability company; (vi) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person; and (vii) any amendment to any of the foregoing.

13.1.27 “Governmental Entity” means any federal, state, local or foreign government, any political subdivision thereof, or any court, administrative or regulatory agency, department, instrumentality, body or commission or other governmental authority or agency, or any self-regulating body, including a stock exchange, and any related arbitrator.

13.1.28 “Indebtedness” means any obligation or other Liability of Karus under or for any of the following (excluding any trade payable): (a) indebtedness with respect to borrowed money (including if guaranteed or for which a Person is otherwise liable or responsible, including an obligation to assume indebtedness); (b) any obligation evidenced by a note, bond, debenture or similar instrument; (c) swap or hedging contract; (d) capital lease or financial lease (but excluding operating leases); (e) banker acceptance; (f) purchase money mortgage, indenture, deed of trust, or other purchase money lien or conditional sale or other title retention agreement; (g) indebtedness secured by any mortgage, indenture or deed of trust upon any assets; (h) any other deferred purchase price of property or services for which Karus is liable, contingently or otherwise as obligor, guarantor, or otherwise, or in respect of which Karus otherwise assures against loss and (i) any interest, fee or expense accrued relating to any of the foregoing.

13.1.29 “Indemnified Party” means an ETHZilla Indemnified Party or a Karus Indemnified Party, as applicable as defined in Sections 13.1.18 and Error! Reference source not found., respectively.

13.1.30 “Karus Ancillary Documents” means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by Karus or any Affiliate of Karus to ETHZilla in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

13.1.31 “Karus Contract” means (i) any Contract that generated more than $100,000 in revenue or expenditure during Karus’ most recent fiscal year or is anticipated to generate more than $100,000 in revenue or expenditure during Karus’ current fiscal year; (ii) any employment, severance, change of control or other similar Contract with any of the directors or officers of Karus or its Subsidiaries; (iii) any other Contract (other than purchase orders not issued under any Contract) which is material to the business and operations of Karus and its Subsidiaries and the termination of which would have a Material Adverse Effect.

13.1.32 “Karus Indemnified Parties” means Karus and its Affiliates, each of their respective Representatives and each of the heirs, personal representatives, successors and assigns of any of the foregoing.

13.1.33 “Karus Material Loss” means liabilities in excess of $25,000.

13.1.34 “Karus Series A Preferred Stock” means the $0.00001 par value per share Series A Preferred Stock of Karus, as set forth in the Restated Certificate.

13.1.35 “Karus Schedules” means the various schedules of Karus as described in ARTICLE III.

13.1.36 “Knowledge” means all facts that are known, after reasonable inquiry, (a) with respect to Karus, by Aaron Travis; and (b) with respect to ETHZilla, by the Chief Executive Officer of ETHZilla.

13.1.37 “Laws” means all statutes, rules, codes, regulations, restrictions, ordinances, orders, decrees, approvals, directives, judgments, injunctions, writs, awards and decrees of, or issued by, any Governmental Entity.

13.1.38 “Legal Dispute” means any action, suit, arbitration or Proceeding between or among the Parties and their respective Affiliates arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document.

13.1.39 “Liability” means any direct or indirect obligation, indebtedness, commitment, expense, Claim, deficiency, endorsement, debt or other Liability of any kind, whether known or unknown, direct or indirect, accrued or unaccrued, absolute or contingent, disputed or undisputed.

13.1.40 “Licenses” means all material notifications, licenses, permits (including environmental, construction and operation permits), qualifications, franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations issued by any Governmental Entity, and applications therefor.

13.1.41 “Liens” mean all mortgages, liens (statutory or otherwise), pledges, security interests, charges, claims, restrictions, limitations, options, easements, encroachments, rights of first refusal, preemptive rights, conditional sale agreements, or other right to purchase, adverse claims or restrictions or reservations of any kind, including restrictions on transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting transfer or any other encumbrance of any kind whatsoever.

13.1.42 “Material Adverse Effect” means any state of facts, change, event, circumstance, effect or occurrence, individually or in the aggregate with other facts, change, event, effect or occurrence, that is or would reasonably likely be materially adverse to the financial condition, results of operations, properties, assets or liabilities (including contingent liabilities), or business of Karus and its Subsidiaries taken as a whole; provided, that none of the following, and no changes, effects, events, circumstances, occurrences or states of facts arising out of or resulting from the following, shall be deemed, either alone or in combination, to constitute a Material Adverse Effect, or be taken into account in determining whether there has been a Material Adverse Effect, to the extent the following do not materially and disproportionately impact Karus and its Subsidiaries, taken as a whole, compared to other companies in the industry or industries in which Karus operates, in which case the extent of such material and disproportionate effect may be taken into account in determining whether a Material Adverse Effect has occurred: (a) changes or effects in general economic conditions; (b) changes in Laws or GAAP (or other analogous accounting standards) or the enforcement thereof; (c) changes or effects, including legal, tax or regulatory changes, that generally affect the industry or industry sectors in which Karus and its Subsidiaries operate; (d) any changes or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism; or (e) changes or effects that arise out of or are attributable to the negotiation, execution, public announcement, pendency or performance of this Agreement or the compliance with the provisions thereof, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners or employees, but excluding any breach, violation or default, event of default or event of acceleration (or any event or circumstance that with notice, the lapse of time, or both would be or constitute a breach, violation, default, event of default or event of acceleration) or right of first refusal, right of first offer or preferential right that occurs, becomes exercisable or is otherwise triggered upon or as a result of the execution and delivery of this Agreement or any other Transaction Document or the consummation of the Purchase and Subscription.

13.1.43 “Order” means an order, binding determination, writ, injunction, judgment, plan, stipulation or decree.

13.1.44 “Ordinary Course” means (a) the ordinary course of business of Karus and its Subsidiaries and consistent with the past practices of Karus and its Subsidiaries and (b) not required to be authorized by the Director of Karus and its Subsidiaries, or by any Person exercising similar authority; provided, that material violations of Law or a material violation of the contractual rights of third parties shall not be Ordinary Course.

13.1.45 “Permitted Liens” means (a) Liens for Taxes not yet due and payable, (b) statutory Liens of landlords, (c) Liens of carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens incurred in the Ordinary Course and not yet delinquent, and (d) in the case of real property, zoning, building, or other restrictions, variances, covenants, rights of way, easements, mineral leases and reservations, and other minor irregularities in title, none of which could have or are reasonably expected to result in a Material Adverse Effect.

13.1.46 “Person” means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or Governmental Entity.

13.1.47 “Platform” has the meaning given to such term in Section 8.2.5.

13.1.48 “Proceeding” means (i) any Claim, cause of action or other proceeding before or filed with a Governmental Entity, (ii) any investigation, inquiry, charge or audit by a Governmental Entity, or (iii) any Order.

13.1.49 “Prospectus” means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

13.1.50 “Registrable Securities” means the ETHZilla Shares and any additional shares of ETHZilla Common Stock paid, issued or distributed in respect of any such shares by way of a stock dividend, stock split or distribution, or in connection with a combination of shares, and any security into which such ETHZilla Common Stock shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise, to the extent such shares are eligible for resale registration under the Securities Act; provided, however, that as to any Registrable Securities, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (i) when a Registration Statement covering such Registrable Securities becomes or has been declared effective by the SEC and such Registrable Securities have been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Securities have been sold or disposed of pursuant to Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) and the transferee thereof does not receive “restricted securities” as defined in Rule 144; (iii) when such Registrable Securities have been sold or disposed of in a private transaction; (iv) such Registrable Securities are no longer outstanding; or (v) the date on which the Registrable Securities may be resold without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for ETHZilla to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect.

13.1.51 “Registration Expenses” means all fees and expenses incident to ETHZilla’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 11.1.

13.1.52 “Registration Statement” means any one or more registration statements of ETHZilla filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of Section 11.1 of this Agreement, including the Prospectus, amendments and supplements to such registration statements, post-effective amendments, and all exhibits and all reports incorporated by reference or deemed to be incorporated by reference in such registration statements.

13.1.53 “Representatives” means, with respect to a Person, such Person’s Affiliates and their respective parents, directors, managers, officers, employees, attorneys, accountants, representatives, financial advisors, lenders, consultants, and other agents.

13.1.54 “Restated Certificate” means the Amended and Restated Certificate of Incorporation of Karus, including the rights of the Series A Preferred Stock of Karus, filed with the Secretary of State of Delaware on or around December 1, 2025, which shall be in a form approved by ETHZilla prior to the filing thereof with the Secretary of State of Delaware.

13.1.55 “Rights Agreement” means that certain Series A Preferred Stock Rights Agreement between Karus, ETHZilla and the key holders named therein, in form acceptable to each of the parties thereto.

13.1.56 “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

13.1.57 “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

13.1.58 “Schedule” means any schedule attached to this Agreement.

13.1.59 “SEC” means Securities and Exchange Commission.

13.1.60 “Securities Act” means the Securities Act of 1933, as amended.

13.1.61 “Selling Expenses” means all (a) underwriting fees, discounts and selling commissions allocable to the sale of Registrable Securities, (b) transfer taxes allocable to the sale of the Registrable Securities and (c) other fees of the Selling Stockholder.

13.1.62 “Selling Stockholders” means each of Karus and each of the Separate Sellers who are expressly provided registration rights pursuant to the Stock Purchase Agreements.

13.1.63 “Selling Stockholder Questionnaire” means a selling Stockholder questionnaire reasonably adopted by ETHZilla from time to time.

13.1.64 “Separately Purchased Securities” means shares of Karus Common Stock to be purchased by ETHZilla pursuant to the Stock Purchase Agreements with the Separate Sellers, equal to 4% of the Fully-Diluted Capitalization of Karus.

13.1.65 “Separate Sellers” means each of Aaron Travis, James Harrison, Paul Kostoff and Capital Eleven LLC, each a stockholder of Karus.

13.1.66 “Stock Purchase Agreements” means Stock Purchase Agreements, entered into with each of the Separate Sellers, relating to the purchase by ETHZilla of the Separately Purchased Securities from such Separate Sellers.

13.1.67 “Subsidiary” or “Subsidiaries” means any or all Persons of which Karus (or other specified Person) shall own directly or indirectly through another Person, a nominee arrangement or otherwise (a) at least a majority of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally or otherwise have the power to elect a majority of the board of directors or similar governing body or the legal power to direct the business or policies of such Person or (b) a majority of the economic interests of such Person.

13.1.68 “Tax Return” means any report, return, declaration or other information required to be supplied to a Governmental Entity in connection with Taxes, including estimated returns, amended returns, information statements and reports of every kind with respect to Taxes.

13.1.69 “Taxes” means all taxes, assessments, charges, duties, fees, levies and other governmental charges (including interest, penalties or additions associated therewith), including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, unclaimed property escheat, disability, transfer, sales, use, excise, License, occupation, registration, stamp, premium, environmental, customs duties, alternative or add-on minimum, estimated, gross receipts, value-added and all other taxes of any kind imposed by any Governmental Entity.

13.1.70 “Tokenize” or “Tokenization” has the meaning given to such terms in Section 8.2.5.

13.1.71 “Transaction Documents” shall mean this Agreement, the Share Registration Form, Karus Certification, and any other agreement contemplated by this Agreement to which ETHZilla or Karus is a party.

ARTICLE XIV.
MISCELLANEOUS PROVISIONS

14.1. Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 14.1, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 14.1, but which acknowledgement of acceptance shall also include cases where recipient ‘replies’ to such prior email, including the body of the prior email in such ‘reply’). Such notices shall be sent to the applicable Party or parties at the address specified below, subject to notice of changes thereof from any Party with at least ten (10) Business Days’ notice to the other Parties. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

If to ETHZilla:

ETHZilla Corporation

2875 South Ocean Blvd, Suite 200

Palm Beach, FL 33480

McAndrew Rudisill,

Chief Executive Officer

email: [email protected]

With copy to (which shall not constitute notice):

The Loev Law Firm, PC

Attn: David M. Loev and John S. Gillies

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Email:[email protected]; and [email protected]

If to Karus, to:

Karus, Inc.

Email: [email protected]

With copy to (which shall not constitute notice to):

Jesse Cuevas
Winston & Strawn LLP
101 California, 21^st Floor
San Francisco, CA 94111
[email protected]

14.2. Schedules and Exhibits. The Schedules and Exhibits are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.

14.3. Assignment; Successors in Interest. No assignment or transfer by either Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

14.4. Captions. The titles, captions and table of contents contained herein are inserted herein only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

14.5. Publicity. ETHZilla, and no other party, shall control, direct or make any public announcement, including the initial press release, regarding this Agreement and the transactions contemplated hereby except as may be required by applicable Law or by any Governmental Entity; provided, however, if Karus believes they it is required by applicable Law or by any Governmental Entity to make a public statement regarding this Agreement or any of the transactions contemplated hereby such party shall use commercially reasonable efforts to first consult with ETHZilla. Karus shall allow ETHZilla first to review the text of any such public statement.

14.6. Governing Law; Consent to Jurisdiction; Waiver of Trial By Jury; Etc.14.6.1

1.1.1 This Agreement shall be governed by and construed and enforced in accordance with the internal Laws of the State of Delaware without reference to its choice of law rules.

14.6.2 Each Party hereby irrevocably consents and agrees that each Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in Kent County, Delaware. In that context, and without limiting the generality of the foregoing, each Party hereby irrevocably and unconditionally (i) consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or Proceeding; (ii) waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or Proceeding in any such court or that any such suit, action or Proceeding that is brought in any such court has been brought in an inconvenient forum; and (iii) waives any objection to service of process effected in accordance with Section 14.1 or any means allowable under Delaware law or procedure. During the period a Legal Dispute is pending before a court, all actions, suits or Proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. In the event a Legal Dispute is brought pursuant to this Section 14.6.2, each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or Proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or Proceeding is brought in an inconvenient forum or (e) the venue of such action, suit or Proceeding is improper. A final judgment in any action, suit or Proceeding described in this Section 14.6.2 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Laws.

14.6.3 EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE KARUS ANCILLARY AGREEMENTS OR THE ETHZILLA ANCILLARY AGREEMENTS OR ANY OTHER TRANSACTION AGREEMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY AND IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE KARUS ANCILLARY AGREEMENTS AND THE ETHZILLA ANCILLARY AGREEMENTS AND ANY OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.6.3.

14.7. Severability. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable in any respect.

14.8. Amendment. This Agreement may not be amended, modified or supplemented, except by written agreement of the Parties.

14.9. Enforcement of Certain Rights. Except as expressly provided herein nothing expressed or implied herein is intended, or shall be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any right, remedy, obligation or Liability under or by reason of this Agreement, or result in such Person being deemed a third-party beneficiary hereof (except as expressly set forth herein).

14.10. Specific Performance; Injunctive Relief. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. It is also agreed that either Party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other Party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.

14.11. Waivers. Any agreement on the part of either Party to any extension or waiver of any provision hereof shall be valid only if set forth in an instrument in writing signed on behalf of such Party. A waiver by either Party of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by either Party of the performance of any act shall not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time.

14.12. Integration. THIS AGREEMENT AND THE DOCUMENTS EXECUTED PURSUANT HERETO, INCLUDING THE EXHIBITS AND SCHEDULES HERETO, SUPERSEDE ALL NEGOTIATIONS, AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT THERETO.

14.13. Cooperation Following the Closing. Following the Closing, each Party shall deliver to the other Party such further information and documents and shall execute and deliver to the other Party such further instruments and agreements as the other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to the other Party the benefits hereof.

14.14. Transaction Costs. Except as otherwise expressly provided herein, if at all, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

14.15. Construction. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, and references to the singular include the plural; (b) references to any gender include the other genders; (c) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the terms “day” and “days” mean and refer to calendar day(s); (f) the terms “year” and “years” mean and refer to calendar year(s); and (g) all references in this Agreement to “dollars” or “$” shall mean United States Dollars. Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other attachments thereto, (B) includes all documents, instruments or agreements issued or executed in replacement thereof and (C) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and (ii) a particular Law means such Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time. All Article, Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. Accounting terms not specifically defined herein shall be construed in accordance with GAAP. The titles, captions, and descriptions of the Schedules attached to this Agreement are included solely for convenience of reference and ease of identification and shall not be deemed to limit, modify, or otherwise affect the interpretation of any provision of this Agreement or the subject matter of the corresponding Sections to which such Schedules relate.

14.16. No Presumption from Drafting. This Agreement has been negotiated at arm’s-length between Persons knowledgeable in the matters set forth within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action relating to, connected with or involving this Agreement. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intentions of the Parties.

14.17. Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

14.18. Electronic Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Remainder of page left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed, as of the date first above written.

Exhibit 10.1

FORM OF STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on the first day of December 2025, by and between ETHZilla Corporation, a Delaware corporation (“ETHZilla” or the “Buyer”), and _____________ (the “Seller”), each sometimes referred to herein as a “Party” and together as the “Parties.”

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I.
Purchase and Sale of the Karus Shares

Section 1.01 Purchase and Sale. On the Effective Date (as defined below) (the “Closing”) and upon the terms and subject to the conditions set forth herein, the Seller shall be deemed to have delivered and sold the Karus Shares to ETHZilla, free and clear of all liens and encumbrances (other than restrictions due to the fact that the Karus Shares are ‘restricted securities’ as such term is defined in Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”)), and ETHZilla shall be deemed to have purchased the Karus Shares from the Seller for a purchase price equal to $5.628 per Share (the “Purchase Price”).

Section 1.02 Delivery of the Karus Shares; Payment of Purchase Price. Concurrently with the Closing, (a) the Seller has delivered to ETHZilla the Stock Power and Assignment of Uncertificated Shares of Preferred Stock in the form of Exhibit A hereto (the “Assignment”); and (b) ETHZilla shall pay the Purchase Price to the Seller by the issuance of __________ shares of ETHZilla common stock, par value $0.0001 per share (the “ETHZilla Shares”), provided that such delivery of the ETHZilla Shares shall not affect the Effective Date because ETHZilla may need up to 15 days to deliver the ETHZilla Shares to Karus.

Section 1.03 Delivery of Corporate Resolutions. To the extent the Seller is an entity and not an individual, the Seller has delivered the Company, prior to, or contemporaneously with the Closing, copies of the resolutions of the board of directors, board of managers, or similar governing body of such Seller, approving Seller’s entry into this Agreement and the terms and conditions of this Agreement.

Section 1.04 Effective Date. The “Effective Date” shall be the Closing Date as defined in that certain Purchase and Subscription Agreement dated December 1, 2025, by and between the Company and ETHZilla (as amended and restated from time to time, the “Purchase and Subscription Agreement”).

Article II.
Representations and Warranties of the Seller

Subject to all of the terms, conditions and provisions of this Agreement, the Seller represents and warrants to ETHZilla as follows:

Section 2.01 Authority. The Seller has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Seller has duly and validly executed and delivered this Agreement and will, on or after the Closing, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto. Seller is authorized to affect the transactions contemplated herein. This Agreement constitutes the legal, valid and binding obligation of Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.

Section 2.02 No Conflict. The execution, delivery and performance by the Seller of this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Seller and do not and will not, with or without the passage of time, the giving of notice, or both: (a) violate, conflict with, or result in a breach of any provision of any law, statute, ordinance, order, rule, regulation, judgment, decree or injunction applicable to the Seller or the Company; (b) violate, conflict with, result in a breach of, constitute a default under, or give rise to a right of termination, cancellation, amendment, acceleration, or suspension of any material contract, agreement, lease, license, indenture, instrument, commitment or obligation to which the Seller or the Company is a party or by which any of their respective properties or assets are bound; (c) violate or conflict with the Certificate of Incorporation, Bylaws or other organizational documents of the Company; (d) result in the creation, imposition or enforcement of any lien, encumbrance, security interest, or other adverse claim upon any of the Karus Shares; or (e) require any consent, approval, authorization, notice filing, order or registration of or with any governmental authority or any third party (other than those which have been duly obtained or made and remain in full force and effect).

Section 2.03 Title to Karus Shares. The Seller is the sole record and beneficial owner of the Karus Shares (the “Seller’s Shares”) and holds good, valid, and marketable title to all of the Seller’s Shares, free and clear of any liens, pledges, claims, charges, security interests, restrictions, encumbrances, equities, options, warrants, rights of first refusal or first offer, preemptive rights, voting agreements, or other adverse claims of any nature whatsoever. The Seller has full power, authority, and unrestricted right to vote, sell, assign, transfer, and otherwise dispose of the Seller’s Shares and has not granted any proxy, voting trust, option, warrant, purchase right, conversion right, call right, commitment, agreement, or other right of any kind to any person or entity with respect to the Seller’s Shares that remains outstanding or has not been validly terminated, withdrawn, or expired, nor does any other person have any interest, direct or indirect, in the Seller’s Shares or any right to acquire such Shares. Upon the sale, assignment, transfer, and delivery of the Seller’s Shares to ETHZilla pursuant to this Agreement, good, valid, and marketable title to the Seller’s Shares will pass to ETHZilla, free and clear of all liens, security interests, encumbrances, adverse claims, restrictions on transfer, or other burdens of any kind, other than those arising solely from ETHZilla’s status as a holder of restricted securities under applicable federal and state securities laws (collectively, the “Encumbrances”), and ETHZilla shall thereafter hold all rights, title, and interests in and to the Seller’s Shares, including all voting, economic, and dividend rights associated therewith.

Section 2.04 Brokers, Finders and Financial Advisors. No broker, finder or financial advisor has acted for the Seller in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Seller.

Section 2.05 Compliance with Purchase and Subscription Agreement. Seller agrees and confirms that ETHZilla has provided the Seller registration rights as set forth in the Purchase and Subscription Agreement, as described in Section 4.01 hereof. In consideration therefore, Seller agrees to be bound by all of the terms of the Purchase and Subscription Agreement which apply to Selling Stockholders, including, but not limited to, Sections 11.6, 11.7, 11.8, 11.9 and 11.10 thereof.

Section 2.06 Securities Representations.

(a) Seller recognizes that the ETHZilla Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the ETHZilla Shares is registered under the Securities Act or unless an exemption from registration is available, provided that ETHZilla has provided the Seller certain registration rights as described in Section 4.01 hereof;

(b) Seller may not sell the ETHZilla Shares without registering them under the Securities Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;

(c) Seller is acquiring the ETHZilla Shares for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of ETHZilla Shares. Seller agrees to set forth the terms of its ownership, record address and social security number/EIN on the Share Registration Form, a form of which is attached hereto as Exhibit B (the “Share Registration Form”);

(d) Seller acknowledges that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act;

(e) Seller is aware of, has received and had an opportunity to review (A)  (i) ETHZilla’s Annual Report on Form 10-K for the year ended December 31, 2024; and (ii) ETHZilla’s Quarterly Reports on Form 10-Q and current reports on Form 8-K from January 1, 2025, to the date of Seller’ entry into this Agreement (which filings can be accessed by going to https://www.sec.gov/search/search.htm, typing “ETHZilla Corp” in the “Name, ticker symbol, or CIK” field, and clicking the “Submit” button), in each of case (i) and (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of ETHZilla; (B) has, a reasonable time prior to the date of this Agreement, been given an opportunity to review material contracts and documents of ETHZilla and has had an opportunity to ask questions of and receive answers from ETHZilla’s officers and directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of ETHZilla or any other person, nor any written representation or assurance from ETHZilla; in connection with Seller’s acceptance of the ETHZilla Shares and investment decision in connection therewith. Seller acknowledges that due to its receipt of and review of the information described above, he, she or it has received similar information as would be included in a Registration Statement filed under the Securities Act;

(f) Seller has such knowledge and experience in financial and business matters such that Seller is capable of evaluating the merits and risks of an investment in ETHZilla Shares and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in ETHZilla Shares;

(g) Seller acknowledges that he, she or it is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the ETHZilla Shares, and further acknowledges that ETHZilla is entering into this Agreement with Seller in reliance on this acknowledgment and with Seller’s understanding, acknowledgment and agreement that ETHZilla is privy to material non-public information regarding ETHZilla (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Seller, when making investment disposition decisions, including the decision to enter into this Agreement, and Seller’s decision to enter into this Agreement is being made with full recognition and acknowledgment that ETHZilla is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Seller. Seller hereby waives any claim, or potential claim, it has or may have against ETHZilla relating to ETHZilla’s possession of Non-Public Information. Seller has specifically requested that ETHZilla not provide it with any Non-Public Information. Seller understands and acknowledges that ETHZilla would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to ETHZilla in entering into this Agreement;

(h) Seller has had an opportunity to ask questions of and receive satisfactory answers from ETHZilla, or any person or persons acting on behalf of ETHZilla, concerning the terms and conditions of this Agreement and ETHZilla, and all such questions have been answered to the full satisfaction of Seller;

(i) Seller recognizes that an investment in ETHZilla is a speculative venture. The ownership of ETHZilla Shares as an investment involves special risks;

(j) Seller realizes that ETHZilla Shares cannot readily be sold until or unless they are registered under the Securities Act as contemplated by Section 4.01 hereof, as they will be restricted securities; and therefore the ETHZilla Shares must not be accepted unless Seller has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and Seller can provide for current needs and possible personal contingencies;

(k) Seller confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold ETHZilla Shares for an indefinite period of time, and (iii) to afford a complete loss of its investment;

(l) Seller has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in ETHZilla Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that ETHZilla Shares are a suitable investment for it;

(m)  Seller has not become aware of and has not been offered ETHZilla Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Seller’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; and

(n) Seller confirms and acknowledges that ETHZilla Shares will bear the following restrictive legend (or a similar legend), until or unless registered under the Securities Act:

‘‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.’’

Article III.
Representations and Warranties of ETHZilla

Subject to all of the terms, conditions and provisions of this Agreement, ETHZilla hereby represents and warrants to the Seller as follows:

Section 3.01 Authority. ETHZilla has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. ETHZilla has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto and thereto, this Agreement constitutes the legal, valid and binding obligation of ETHZilla, enforceable against ETHZilla in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.

Section 3.02 No Conflict. The execution and delivery by ETHZilla of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which ETHZilla is a party or by which ETHZilla is bound or affected.

Section 3.03 Brokers, Finders and Financial Advisors. No broker, finder or financial advisor has acted for ETHZilla in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with ETHZilla.

Section 3.04 Exempt Transaction. ETHZilla understands that the sale of the Karus Shares is intended to be exempt from registration under the Securities Act and exempt from registration or qualification under any state law.

Section 3.05 Accredited Investor; and Legend. ETHZilla acknowledges that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act and ETHZilla confirms and acknowledges that Karus Shares will bear the following restrictive legend (or a similar legend), until or unless registered under the Securities Act:

‘‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.’’

Article IV.
Registration Rights

Section 4.01 Registration Rights. Seller shall be deemed a Selling Stockholder under the Purchase and Subscription Agreement, contingent on the requirements of Selling Stockholders set forth in Article XI of the Purchase and Subscription Agreement, for all purposes, and shall have the rights of the Selling Stockholders set forth therein.

Article V.
Covenants

Section 5.01 Further Assurances. Seller and ETHZilla agree that, from time to time, whether before, at or after the Closing, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; (b) to effect or evidence the transfer to ETHZilla of the Karus Shares held by or in the name of the Seller; and (c) to provide for the issuance of the ETHZilla Shares to Seller.

Section 5.02 Survival of Representations. All representations, warranties, and agreements made by any Party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any Party.

Section 5.03 Transfer Restrictions.

(a) Commencing on the Effective Date and continuing until the date that is six months thereafter, and without the prior written consent of ETHZilla, Seller agrees that he, she or it, shall not, directly or indirectly, sell, assign, transfer, pledge, contract to sell, grant any option or right to purchase, or otherwise dispose of or encumber any ETHZilla Shares, or enter into any transaction, arrangement, or device that is designed to, or could reasonably be expected to, result in the transfer or diminution of the economic incidents of ownership of such ETHZilla Shares, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales with respect to any security of ETHZilla (each, a “Transfer”).

(b) In furtherance of these restrictions, ETHZilla may (i) place appropriate stop orders on the ETHZilla Shares, and (ii) instruct its transfer agent to reflect such restrictions on the books and records of ETHZilla and to decline to process any attempted Transfer not permitted under this Agreement.

Section 5.04 For purposes of this Section, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 under Regulation SHO under the Securities Exchange Act of 1934, as amended, and any direct or indirect pledges, forward sale contracts, options, puts, calls, swaps, or similar arrangements (including total-return swaps) and any sales or other transactions executed through non-U.S. broker-dealers or foreign regulated brokers.

Article VI.
Miscellaneous

Section 6.01 Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 6.01, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 6.01, but which acknowledgement of acceptance shall also include cases where recipient ‘replies’ to such prior email, including the body of the prior email in such ‘reply’). Such notices shall be sent to the applicable Party or parties at the address specified below, subject to notice of changes thereof from any Party with at least ten (10) Business Days’ notice to the other Parties. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. “Business Day” means any day except Saturday, Sunday or any day on which banks are authorized by Law to be closed in Palm Beach, Florida.

If to ETHZilla:

ETHZilla Corporation

2875 South Ocean Blvd, Suite 200

Palm Beach, FL 33480

McAndrew Rudisill,

Chief Executive Officer

email: [email protected]

With copy to (which shall not constitute notice):

The Loev Law Firm, PC

Attn: David M. Loev and John S. Gillies

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Email: [email protected]; and
[email protected]

If to Seller, to:

With copy to (which shall not constitute notice to):

Jesse Cuevas
Winston & Strawn LLP
101 California, 21^st Floor
San Francisco, CA 94111
[email protected]

Section 6.02 Benefit and Burden. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their successors and permitted assigns.

Section 6.03 No Third-Party Rights. Nothing in this Agreement shall be deemed to create any right in any creditor or other person not a Party hereto and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party; provided that the Company shall be able to rely on the representations and warranties of the Seller and ETHZilla Corporation made in Articles II and III above for any and all purposes.

Section 6.04 Amendments and Waiver. No amendment, modification, restatement or supplement of this Agreement shall be valid unless the same is in writing and signed by the Parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party against whom that waiver is sought to be enforced.

Section 6.05 Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

Section 6.06 Remedies. The Parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the Parties agree that if either Party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then the other Party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such Party might be entitled.

Section 6.07 Governing Law; Consent to Jurisdiction; Waiver of Trial By Jury; Etc.

(a) This Agreement shall be governed by and construed and enforced in accordance with the internal Laws of the State of Delaware without reference to its choice of law rules.

(b) Each Party hereby irrevocably consents and agrees that any action, suit, arbitration or proceeding between or among the Parties and their respective affiliates arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (each a “Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in Kent County, Delaware. In that context, and without limiting the generality of the foregoing, each Party hereby irrevocably and unconditionally (i) consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding; (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum; and (iii) waives any objection to service of process effected in accordance with Section 6.01 or any means allowable under Delaware law or procedure. During the period a Legal Dispute is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. In the event a Legal Dispute is brought pursuant to this Section (b), each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or Proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or Proceeding is brought in an inconvenient forum or (e) the venue of such action, suit or Proceeding is improper. A final judgment in any action, suit or proceeding described in this Section (b) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Laws.

(c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY AND IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION (c).

Section 6.08 Expenses; Prevailing Party Costs. Seller and ETHZilla shall pay their own expenses incident to this Agreement and the transactions contemplated hereby and thereby. Notwithstanding anything contained herein or therein to the contrary, if any Party commences an action against another Party to enforce any of the terms, covenants, conditions or provisions of this Agreement, or because of a breach by a Party of its obligations under this Agreement, the prevailing Party in any such action shall be entitled to recover its losses, including reasonable attorneys’ fees, incurred in connection with the prosecution or defense of such action, from the losing Party.

Section 6.09 Entire Agreement. This Agreement, and where applicable and referenced herein, Subscription and Purchase Agreement, sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.

Section 6.10 Construction. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or” is not exclusive; (iii) “including” means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix) reference to a particular statute, regulation or law means such statute, regulation or law as amended or otherwise modified from time to time; (x) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xi) the paragraph and section headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement; and (xii) references to “dollars”, “Dollars” or “$” in this Agreement shall mean United States dollars.

Section 6.11 Review and Construction of Documents. The Seller represents to ETHZilla and ETHZilla represents to the Seller, that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

Section 6.12 Counterparts and Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

Section 6.13 No Presumption from Drafting. This Agreement has been negotiated at arm’s-length between persons knowledgeable in the matters set forth within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action relating to, connected with or involving this Agreement. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intentions of the Parties.

[Remainder of page left intentionally blank. Signature pages follow.]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

EXHIBIT A

STOCK POWER AND ASSIGNMENT OF

UNCERTIFICATED SHARES

FOR VALUE RECEIVED, effective December 1, 2025, ______________ (the “Assignor”), holding shares of [Common Stock/Preferred Stock] to reach the desired amount (the “Karus Shares”) of Karus, Inc., a Delaware corporation (“Karus”), hereby sells, assigns, and transfers unto ETHZilla Corporation, a Delaware corporation, the Karus Shares which are owed by Assignor, along with any and all appurtenant rights thereto and Assignor does hereby irrevocably constitute and appoint the Secretary or other appropriate officers of Karus, and Karus’ transfer agent, each as his, her or its, attorney-in-fact with full power to transfer said Karus Shares on the books and records of Karus with full power of substitution in the premises. Such Karus Shares are not represented by certificates, are held in book entry form and stand in the undersigned’s name on the books and records of Karus.

EXHIBIT B

FORM OF STOCK REGISTRATION FORM

(CHECK ONE):

_______________________

Please print here the exact name (registration)

Seller desires to appear in the records of ETHZilla

_____________

Please print here the exact address

Seller desires to appear in the records of ETHZilla

Signature:

By: _________________________

Printed Name:

If on behalf of Entity:

Entity Name:

Signatory’s Position with Entity: Manager

Tax Id Number: ______________________________

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Exhibit 10.2

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.

KARUS, INC.
SERIES A PREFERRED STOCK RIGHTS AGREEMENT

This Series A Preferred Stock Rights Agreement, dated as of the Agreement Date (this “Rights Agreement”), is between the Company, ETHZilla Corporation, a Delaware corporation, as set forth on Exhibit A-2 (the “Investor”) and the Key Holders on Exhibit A-2 (“Key Holders”).

1. Investment. By signing this Rights Agreement, the Company, Investor and Key Holders agree to the Business Terms attached as Exhibit A-1 (the “Business Terms”), the Numbers and Dates attached as Exhibit A-2 (the “Numbers and Dates”) and the Legal Terms attached as Exhibit B-1 (the “Legal Terms”), as modified by the Disclosure Schedule attached as Exhibit B-2 (the “Disclosure Schedule”). This Rights Agreement is subject to the provisions set forth in the Business Terms, the Numbers and Dates, the Legal Terms and the Disclosure Schedule (collectively, the “Attachments”), and capitalized terms used but not defined herein have the meanings set forth in the Attachments.

2. Shares. The Series A Preferred Stock will have the powers, preferences and special rights set forth in the Amended and Restated Certificate of Incorporation (the “Restated Certificate”) in the form attached as Exhibit C.

3. Purchase and Subscription Agreement. This Series A Preferred Stock Rights Agreement is in addition to that certain Purchase and Subscription Agreement entered into between the Company and the Investor, on or around the date hereof (the “Purchase and Subscription Agreement”), and the entry into this Series A Preferred Stock Rights Agreement and the terms hereof is a required condition to the closing contemplated by such Purchase and Subscription Agreement.

4. Preferential Rights. The rights and preferences of the holders of the Series Seed-3 Preferred Stock holders as set forth in that certain Series Seed-3 Financing Agreement dated on or around April 9, 2025 (the “Series Seed-3 Investors” and the “Series Seed-3 Financing Agreement”), shall take priority over the rights and preferences of the Investor as set forth herein.

The Company and the Key Holders are signing this Rights Agreement on the Agreement Date, and each Investor is signing this Rights Agreement on the respective Closing Date set forth in Section 4 of Exhibit A-2.

EXHIBIT A-1

BUSINESS TERMS

These Business Terms relate to the issuance of shares of Series A Preferred Stock (the “Series A Preferred Stock”) by Karus, Inc., a Delaware corporation (the “Company”). These Business Terms are not legally binding until attached as an exhibit to a duly executed Rights Agreement; provided that Section 1 (Financing) and Section 2 (Summary of Standard Rights) are for convenience only and are not to be considered in construing or interpreting the Financing Documentation.

1. Financing.

1.1 Valuation. $[***] pre-money and $[***] post-money (both approximate).

1.2 Total Amount to be Raised. $8,000,000.

2. Summary of Standard Rights. Any changes to this section will require parallel changes to the Legal Terms and the Restated Certificate, as applicable.

2.1 Liquidation Preference. Original issue price, plus any declared but unpaid dividends.

2.2 Anti-dilution. Broad-based weighted average.

2.3 Protective Provisions. Approval by a majority of the Preferred Stock is required to:

(i) liquidate, dissolve or wind-up the business and affairs of the Company, effect any merger or consolidation or any other Deemed Liquidation Event (as defined in the Restated Certificate), or consent to any of the foregoing;

(ii) amend, alter or repeal any provision of this Restated Certificate or the Bylaws of the Company in a manner that adversely affects the powers, preferences or rights of the Preferred Stock;

(iii) (i) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock unless the same ranks junior to the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption, or (ii) increase the authorized number of shares of Preferred Stock or any additional class or series of capital stock of the Company unless the same ranks junior to the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption;

(iv) (i) reclassify, alter or amend any existing security of the Company that is pari passu with the Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Preferred Stock in respect of any such power, preference or special right, or (ii) reclassify, alter or amend any existing security of the Company that is junior to the Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Preferred Stock in respect of any such power, preference or special right;

(v) cause or permit any of its subsidiaries to, without approval of the Board of Directors, sell, issue, sponsor, create or distribute any digital tokens, cryptocurrency or other blockchain-based assets (collectively, “Tokens”), including through a pre-sale, initial coin offering, token distribution event or crowdfunding, or through the issuance of any instrument convertible into or exchangeable for Tokens;

(vi) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Company other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock, (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in connection with the cessation of such employment or service at no greater than the original purchase price thereof or (iv) as approved by the Board of Directors;

(vii) create or hold capital stock in any subsidiary that is not a wholly owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets;

(viii) increase the number of shares of capital stock reserved or made available for issuance under the Company’s employee, officer, director and consultant stock purchase, stock option, or equity incentive plans or similar arrangements, unless otherwise approved by the Board of Directors;

(ix) increase or decrease the size of the Board of Directors;

(x) purchase any capital stock or other equity interest in, or a material portion of the assets of, any other entity;

(xi) allow a security interest to be placed on any assets of the Company or incur or guarantee, directly or indirectly, or permit any subsidiary to incur or guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company arising in the ordinary course of business or as otherwise approved by the Board of Directors; or

(xii) enter into any transaction with a director or officer (or an affiliate or immediate family member thereof) unless approved by the Board of Directors.

2.4 Right of First Offer. Investor, so long as it holds at least 40% of their original holdings of shares of Preferred Stock, will have a right of first offer on subsequent issuances of equity securities.

2.5 Information. Investor, so long as it holds at least 30% of their original holdings of shares of Preferred Stock, will receive annual and quarterly financial statements.

2.6 Drag-along. Subject to standard exceptions, if a majority of the Preferred Stock, a majority of the Common Stock and the Board of Directors approve a proposed sale of the Company, the Investor and Key Holders will approve the proposed sale.

2.7 Other. If the Company elects not to exercise any right of first refusal with respect to a proposed transfer by any Key Holder, first the Series Seed-3 Investors pursuant to the Series Seed-3 Financing Agreement, and then if any securities remain held by the Key Holder, the Company will assign the right of first refusal to Investor. If registration rights are given in future financings, investors will receive substantially equivalent rights.

3. Board Representation. One individual designated from time to time by Stage. O Boise Fund I, LP pursuant to the Series Seed-3 Financing Agreement, which individual shall initially be Michael Self (the “Stage Preferred Director”); one individual designated from time to time by the Investor, which individual shall initially be Jason New (the “Investor Preferred Director”, and together with the Stage Preferred Director, the “Preferred Directors”); one individual designated from time to time by the holders of a majority of the Key Holder Securities held by the Key Holders who are then providing services to the Company as officers, employees or consultants, which individual shall initially be Aaron Travis (the “Common Director”); and one individual mutually acceptable to the Preferred Directors and the Common Director, which individual shall initially be Keri Findley (the “Mutual Director”).

4. Legal. The “Dispute Resolution Courts” are the state courts of California and the United States District Court for the Northern District of California. “Company Counsel” is Winston & Strawn LLP, 101 California Street, San Francisco, CA 94111.

IN WITNESS WHEREOF, the Company and the Key Holders are signing this Rights Agreement as of the Agreement Date, and Investor is signing this Rights Agreement as of the Closing Date set forth in Section 4 of Exhibit A-2.

IN WITNESS WHEREOF, the Company and the Key Holders are signing this Rights Agreement as of the Agreement Date, and Investor is signing this Rights Agreement as of the Closing Date set forth in Section 4 of Exhibit A-2.

EXHIBIT A-2

NUMBERS AND DATES

1.1 “Shares” means 1,421,464 shares of Series A Preferred Stock issued pursuant to the Rights Agreement.

1.2 “Purchase Price” means $5.628 per share.

1.3 “Agreement Date” means December 1, 2025.

As of the date immediately prior to Closing.

New-Money Investor

5. Minimum Shares. To retain or transfer certain rights under the Legal Terms, a Holder must hold 25% of their original investment in the relevant class or series (the “Minimum Shares”).

EXHIBIT B-1

LEGAL TERMS

Subject to the Financing Documentation, the Company, the Investor and the Key Holders agree to these Legal Terms by signing the Rights Agreement.

1.1 Sale and Issuance of Shares.

(a)  The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Restated Certificate.

(b)  Subject to the Financing Documentation, the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing that number of Shares set forth opposite each Investor’s name on Exhibit A-2 to the Rights Agreement, at the Purchase Price or upon cancellation or conversion of securities of the Company or indebtedness of the Company to such Investor as set forth on Exhibit A-2 to the Rights Agreement.

1.2  Closing; Delivery.

(a)  The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures on the Agreement Date or at such other time and place as the Company and the Investor mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).

(b)  At Closing, the Company shall deliver to Investor a book-entry statement representing the Shares being purchased by such Investor at Closing (or other evidence of share ownership) against payment of the purchase price therefor.

1.3 [Intentionally omitted.]

1.4 Defined Terms. In addition to the terms defined elsewhere in the Financing Documentation, the following terms shall have the meanings set forth below.

(a)  “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

(b)  “Board of Directors” means the board of directors of the Company.

(c) “Certificate of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Common Stock” means shares of the Company’s common stock.

(f) “Company Intellectual Property” means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, similar or other intellectual property rights, subject matter of any of the foregoing (“Intellectual Property Rights“), proprietary information and processes, and tangible embodiments of any of the foregoing, that are owned or used by the Company in the conduct of the Company’s business as now conducted.

(g) “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

(h) “DGCL” means the Delaware General Corporation Law, as amended or superseded from time to time.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(j)  “Financing Documentation” means the Rights Agreement, including the Business Terms, the Numbers and Dates, the Legal Terms, the Disclosure Schedule and any other schedules and attachments thereto, and the Purchase and Subscription Agreement.

(k) “Form S-1” means such form under the Securities Act as in effect on the Agreement Date or any successor registration form under the Securities Act subsequently adopted by the SEC.

(l)  “GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

(m) “Holders” means the Investor and the Key Holders, together with any subsequent investors or transferees (as applicable) who become parties to the Financing Documentation in accordance with the Financing Documentation.

(n)  “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.

(o)  “Investor” means the Investor.

(p) “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

(q) “Key Employee” means any executive-level employee.

(r) “Key Holder Securities” means Common Stock held by the Key Holders (whether now outstanding or hereafter issued in any context) and Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or convertible securities of the Company, in each case now owned or subsequently acquired by the Key Holders.

(s) “Knowledge” including the phrase “to the Company’s knowledge” shall mean the actual knowledge of the executive officers of the Company.

(t) “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least 375,584 shares of Preferred Stock.

(u)  “Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company.

(v) “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

(w) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

(x) “Preferred Stock” means shares of the Company’s Series Seed Preferred Stock, Series Seed Plus Preferred Stock, Series Seed Plus-2 Preferred Stock, Series Seed-3 Preferred Stock and Series A Preferred Stock.

(y) “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investor after the Agreement Date; and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced above; excluding in all cases (other than the restrictions on transfer and legend requirements in Section 6), however, any securities transferred by a Person in a transaction in which the applicable rights under the Financing Documentation are not assigned pursuant to Section 12.3.

(z) “Registrable Securities then outstanding” means the number of shares determined by adding the number of outstanding shares of Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

(aa) “Restricted Securities” means the securities of the Company required to be notated with the first two legends set forth in Section 6.2 hereof.

(bb)  “SEC” means the U.S. Securities and Exchange Commission.

(cc) “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

(dd) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(ee) “Voting Securities” means any securities of the Company that the holders of which are entitled to vote for members of the Board of Directors, including without limitation, all Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to Investor that, except as set forth on the Disclosure Schedule, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and correct as of the date of the Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

2.1  Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2 Capitalization.

(a) The authorized capital of the Company consists, immediately prior to the Closing, of:

(i) the Authorized Common Stock and the Outstanding Common Stock, each as set forth on Exhibit A-2 to the Rights Agreement. All of the Outstanding Common Stock set forth on Exhibit A-2 to the Rights Agreement have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company holds no Common Stock in its treasury.

(ii) the Authorized Preferred Stock, Series Seed Preferred Stock, Series Seed Plus Preferred Stock, Series Seed Plus-2 Preferred Stock, Series Seed-3 Preferred Stock and Series A Preferred Stock are each as set forth on Exhibit A-2 to the Rights Agreement. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the DGCL. The Company holds no Preferred Stock in its treasury.

(b) The Company has reserved the Authorized Stock Plan Shares as set forth on Exhibit A-2 to the Rights Agreement for issuance to officers, directors, employees and consultants of the Company pursuant to its Stock Plan duly adopted by the Board of Directors and approved by the Company stockholders. Of such reserved Common Stock, the Outstanding Stock Plan Shares have been issued pursuant to restricted stock purchase agreements or are subject to options that have been granted and are currently outstanding as set forth on Exhibit A-2 to the Rights Agreement, and the remainder are available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan.

(c) Except for (i) the conversion privileges of the Shares to be issued under the Financing Documentation; (ii) the rights provided in the Financing Documentation; and (iii) the securities and rights described in Sections 2.2(a)(ii) and 2.2(b) of these Legal Terms, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Common Stock or Preferred Stock, or any securities convertible into or exchangeable for Common Stock or Preferred Stock. All outstanding Common Stock and all Common Stock underlying outstanding options are subject to a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes). All options granted and Common Stock outstanding vest over four years.

2.3 Authorization. All corporate action required to be taken by the Board of Directors and stockholders in order to authorize the Company to enter into the Financing Documentation, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Closing. The Financing Documentation, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally; or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

2.4 Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in the Financing Documentation, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Financing Documentation, applicable state and federal securities laws and liens or encumbrances created by or imposed by Investor. Assuming the accuracy of the representations of the Investor in Section 3 of these Legal Terms and subject to the filings described in the Financing Documentation, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Financing Documentation, applicable federal and state securities laws and liens or encumbrances created by or imposed by an Investor. Based in part upon the representations of the Investor in the Financing Documentation, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.

2.5 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Company’s knowledge, currently threatened in writing against the Company or any officer, director or Key Employee of the Company arising out of their employment or board relationship with the Company.

2.6 Intellectual Property.

(a)  Ownership. The Company owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others, including prior employees or consultants.

(b)  Non-Infringement. To the Company’s knowledge, no product or service marketed or sold by the Company violates any license or infringes any Intellectual Property Rights of any other party.

(c) Outbound Licenses. Other than with respect to commercially available software products and cloud services under standard end-user license agreements and other non-exclusive licenses granted to third parties in the ordinary course of business and consistent with past practice, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property Rights owned or purported to be owned by the Company (“Company-Owned Intellectual Property”).

(d) Inbound Licenses. Other than (i) with respect to commercially available software products and cloud services licensed under standard terms; (ii) backup licenses from employees and contractors granted in connection with providing services to the Company; and (iii) open source licenses, the Company is not bound by or a party to any options, licenses or agreements of any kind with respect to Intellectual Property Rights of any other Person that are material to the business of the Company.

(e) Third-Party Intellectual Property. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the Intellectual Property Rights of any other Person. To the Company’s knowledge, the Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s knowledge, to the extent it will be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company, including prior employees or consultants, the Company owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all such inventions.

(f) Employees and Consultants. Each employee and consultant has assigned to the Company all Intellectual Property Rights he, she or it owns that are related to the Company’s business as now conducted and as presently proposed to be conducted and all Intellectual Property Rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with the Company that (i) relate, at the time of conception, reduction to practice, development, or making of such Intellectual Property Right, to the Company’s business as then conducted or as then proposed to be conducted; (ii) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or information; or (iii) resulted from the performance of services for the Company.

(g) Registered Intellectual Property Rights. Section 2.6 of the Disclosure Schedule lists all patents, patent applications, registered trademarks, trademark applications, registered service marks, service mark applications, and registered copyrights, in each case owned or purported to be owned by the Company.

(h) Trade Secret Protection. The Company has taken commercially reasonable measures to maintain and protect all confidential information and trade secrets of the Company that the Company intended to maintain as confidential or a trade secret.

(i) Institutional Resources. No government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any Company-Owned Intellectual Property in a manner that has resulted in such entity retaining any claim of ownership or right to use any such Company-Owned Intellectual Property. To the Company’s knowledge, no Person who was involved in, or who contributed to, the creation or development of any Company-Owned Intellectual Property, has performed services for the government, university, college, or other educational institution or research center in a manner that would affect Company’s rights in the Company-Owned Intellectual Property.

2.7 Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of its Restated Certificate or bylaws; (b) of any instrument, judgment, order, writ or decree; (c) under any note, indenture or mortgage; (d) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule; or (e) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, including, but not limited to, applicable sexual harassment or discrimination laws, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Financing Documentation and the consummation of the transactions contemplated by the Financing Documentation will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture or nonrenewal of any material permit or license applicable to the Company.

2.8 Agreements. Except for the Financing Documentation, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (a) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000; or (b) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.

2.9 Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (a) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate; and (b) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.

2.10 Tax Returns and Payments. There are no federal, state, county, local or foreign income or other material taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, county, local or foreign income or other material taxes of the Company which are due, whether or not assessed or disputed, unless such taxes are being contested in good faith by appropriate proceedings and adequate reserves for any such taxes have been established in accordance with GAAP. There have been no examinations or audits of any income or other material tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign income or other material tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to income or other material taxes for any year.

2.11 Employee Agreements. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information (the “Confidential Information Agreements”). No current or former Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. The Company is not aware that any of its Key Employees is in violation of any agreement covered by this Section 2.11.

2.12 83(b) Elections. To the Company’s knowledge, all elections and notices under Section 83(b) of the Code have been or will be timely filed by all eligible individuals who have acquired unvested Common Stock.

2.13 Qualified Small Business Stock. As of and immediately following the Closing: (a) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code; (b) the Company will not have made purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2; and (c) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between its incorporation and through the Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Investor or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202, unless such determination shall have been given by the Company in a manner either grossly negligent or fraudulent.

3. Representations and Warranties of the Investor. Investor hereby represents and warrants to the Company, severally and not jointly, that:

3.1 Authorization. The Investor has full power and authority to enter into the Financing Documentation. The Financing Documentation, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3.2 Purchase Entirely for Own Account. The Financing Documentation is entered with the Investor in reliance upon the Investor’s representation to the Company, which by the Investor’s execution of the Rights Agreement, the Investor hereby confirms, that the Shares to be acquired by the Investor will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing the Rights Agreement, the Investor further represents that the Investor does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Investor has not been formed for the specific purpose of acquiring the Shares.

3.3 Disclosure of Information. The Investor has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of these Legal Terms or the right of the Investor to rely thereon.

3.4 Restricted Securities. The Investor understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein. The Investor understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which they may be converted, for resale except to the extent set forth in the Financing Documentation. The Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company, which are outside of the Investor’s control, and which the Company is under no obligation and may not be able to satisfy.

3.5 No Public Market. The Investor understands that no public market now exists for the Shares and that the Company has made no assurances that a public market will ever exist for the Shares.

3.6 Legends. The Investor understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with the legends set forth in Section 6.2 and any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate, instrument or book entry so legended.

3.7 Accredited Investor. The Investor is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.8 Foreign Investor. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Code), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of the Financing Documentation, including (a) the legal requirements within its jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Investor’s jurisdiction.

3.9 No General Solicitation. Neither the Investor, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation; or (b) published any advertisement in connection with the offer and sale of the Shares.

3.10 Exculpation. The Investor acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Investor agrees that neither it nor the respective controlling Persons, officers, directors, partners, agents or employees of Investor shall be liable to any other Investor for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

3.11 Residence. If the Investor is an individual, then the Investor resides in the state or province identified in the address of the Investor set forth on Exhibit A-2 to the Rights Agreement; if the Investor is a partnership, corporation, limited liability company or other entity, then the office or offices of the Investor in which it has its principal place of business is identified in the address or addresses of the Investor set forth on Exhibit A-2 to the Rights Agreement.

3.12 Consent to Conversion and Termination. Investor, to the extent that such Investor, as set forth on Exhibit A-2 to the Rights Agreement, is a holder of any promissory note or any security (or any agreement to issue a security) of the Company being converted and/or cancelled in consideration of the issuance hereunder of Shares to such Investor, hereby agrees that the entire amount owed to such Investor under any such note is being tendered to the Company in exchange for the applicable Shares set forth on Exhibit A-2 to the Rights Agreement, and effective upon the Company’s and such Investor’s execution and delivery of the Rights Agreement, without any further action required by the Company or such Investor, any such note and all obligations set forth therein shall be immediately deemed repaid in full and terminated in their entirety, including, but not limited to, any security interest effected therein, and any such security or agreement shall be immediately deemed converted and/or cancelled.

4. Registration Rights.

(a) ETHZilla Corporation will grant market-standard registration rights, with liquidated damages for non-compliance, to Karus, Inc. and the Secondary Sellers (as defined in the Purchase and Subscription Agreement) in accordance with the Purchase and Subscription Agreement.

(b) Piggyback Registration Rights.

(i) Karus covenants and agrees that if, at any time prior to the Registration Rights Expiration Date (defined below), it proposes to file a registration statement with respect to any class of equity or equity-related securities (other than in connection with an offering to Karus’s employees (Form S-8) or in connection with an acquisition, merger or similar transaction (Form S-4)) under the Securities Act in a primary registration on behalf of Karus and/or in a secondary registration on behalf of holders of such securities, and the registration form to be used may be used for the issuance or resale of the shares underlying the Series A Preferred Stock (the Registrable Securities”), Karus will give prompt written notice to the Investor of its intention to file such registration statement and will offer to include in such registration statement, such number of Registrable Securities with respect to which Karus has received written requests for inclusion therein within three (3) Business Days after the giving of notice by Karus (the “Piggyback Registration Rights”). Investor acknowledges and understands that Karus shall not be required to include Registrable Securities in a registration statement relating solely to an offering by Karus of securities for its own account if the managing underwriter or placement agent shall have advised Karus in writing that the inclusion of such securities will have a material adverse effect upon the ability of Karus to sell securities for its own account, and provided further that the Investor is not treated less favorably than others seeking to have their securities included in such registration statement. If the registration statement relating to the Piggyback Registration Rights is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notwithstanding the obligations set forth above, if any Securities and Exchange Commission guidance sets forth a limitation on the number of securities permitted to be registered on a particular registration statement as a secondary offering, the number of Registrable Securities to be registered on such registration statement will be reduced pro rata between Investor and other parties whose securities are included in such registration statement. The “Registration Rights Expiration Date” shall be two years from the Closing.

(iii) Investor agrees to sell all Registrable Securities registered under any registration statement and sold in connection therewith, in compliance with the plan of distribution set forth in such registration statement and any and all applicable prospectus delivery requirements, and to immediately cease and refrain from selling Registrable Securities, upon written notice from Karus, that any registration statement registering the resale of the Registrable Securities is not effective, contains any misstatements or omissions, that the prospectus included in such registration statement no longer complies with the requirements of Section 10 of the Securities Act, or that the prospectus or registration statement can no longer be relied upon for any reason, until such time as Purchaser is notified by Karus that such registration statement is effective or such prospectus is compliant with Section 10 of the Securities Act, or otherwise.

(iv) In the event any Registrable Securities are included in a registration statement under Section 4(b) hereof:

(A) By Karus. To the extent permitted by law, Karus will indemnify and hold harmless Investor, the partners, officers and directors of Investor, any underwriter (as defined in the Securities Act) for such Investor and each person, if any, who controls such Investor or underwriter within the meaning of Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):

(x) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(y) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(z) Any violation or alleged violation by Karus of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement;

and Karus will reimburse each such Investor, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, the indemnity agreement contained in this Subsection 4(b)(iv)(A) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Karus (which consent will not be unreasonably withheld), nor will Karus be liable in any such case for any such loss, claim, damage, liability or action to the extent it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Investor, partner, officer, director, underwriter or controlling person of such Investor.

(B) By Investor. To the extent permitted by law, the Investor will indemnify and hold harmless Karus, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls Karus within the meaning of the Securities Act, any underwriter, against any losses, claims, damages or liabilities (joint or several) to which Karus or any such director, officer, controlling person, or underwriter may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) such Violation occurs in reliance upon and in conformity with written information furnished by such Investor expressly for use in connection with such registration; and Investor will reimburse any legal or other expenses reasonably incurred by Karus or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, the indemnity agreement contained in this Subsection 4(b)(iv)(B) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent will not be unreasonably withheld; and provided further, the total amounts payable in indemnity by the Investor under this Subsection 4(b)(iv)(B) in respect of any Violation will not exceed the net proceeds received by such Investor in the registered offering out of which such Violation arises.

(C) Notice. Promptly after receipt by an indemnified party under this Section 4(b)(iv) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4(b)(iv), deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party will have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, an indemnified party will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, will relieve such indemnifying party of any liability to the indemnified party under this Section 4(b)(iv), but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability it may have to any indemnified party otherwise than under this Section 4(b)(iv).

(D) Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of Karus and Investor are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (“Final Prospectus”), such indemnity agreement will not inure to the benefit of any person if a copy of the Final Prospectus (i) was furnished to the indemnified party and (ii) was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.

(E) Contribution. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) Investor exercising rights under this Agreement, or any controlling person of any such Investor, makes a claim for indemnification pursuant to this Section 4(b)(iv) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact this Section 4(b)(iv) provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such Investor or any such controlling person in circumstances for which indemnification is provided under this Section 4(b)(iv); then, and in each such case, Karus and Investor will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so Investor is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and Karus shall be responsible for the remaining portion; provided, however, in any such case, (A) Investor will not be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by Investor pursuant to such registration statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

(F) Survival. The obligations of Karus and Investor under this Section 4(b)(iv) will survive the completion of any offering of Registrable Securities in a registration statement, and otherwise.

5.  “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports; and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired); or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than 2% of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions of this Section 5 as though they were a party to the Financing Documentation. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 5 or that are necessary to give further effect thereto.

6. Restrictions on Transfer; Legends.

6.1 Transfer Restrictions. The Preferred Stock, the Registrable Securities and the Key Holder Securities shall not be sold, pledged or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge or transfer, except upon the conditions specified in the Financing Documentation, which conditions are intended to ensure compliance with the provisions of the Securities Act and that any purchaser, pledgee or transferee is subject to the Financing Documentation. A transferring Holder will cause any proposed purchaser, pledgee or transferee of the Preferred Stock, Registrable Securities or Key Holder Securities held by such Holder to agree in writing to take and hold such securities subject to the provisions and upon the conditions specified in the Financing Documentation.

6.2 Legends. Each certificate, instrument or book entry representing (a) the Preferred Stock; (b) the Registrable Securities; (c) the Key Holder Securities; and (d) any other securities issued in respect of the securities referenced in clauses (a), (b) and (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 6.3) be notated with legends substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SALE, PLEDGE OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A RIGHTS AGREEMENT (INCLUDING THE ATTACHMENTS AND EXHIBITS THERETO), AS MAY BE AMENDED FROM TIME TO TIME. COPIES OF SUCH AGREEMENT (INCLUDING THE ATTACHMENTS AND EXHIBITS THERETO) MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

THE VOTING OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO THE TERMS AND CONDITIONS OF A RIGHTS AGREEMENT (INCLUDING THE ATTACHMENTS AND EXHIBITS THERETO), AS MAY BE AMENDED FROM TIME TO TIME. COPIES OF SUCH AGREEMENT (INCLUDING THE ATTACHMENTS AND EXHIBITS THERETO) MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT RIGHTS AGREEMENT (INCLUDING THE ATTACHMENTS AND EXHIBITS THERETO).

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Company’s securities in order to implement the restrictions on transfer set forth in this Section 6.

6.3 Transfers. The holder of Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of the Financing Documentation. Before any proposed sale, pledge or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144; or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6. Each certificate, instrument or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 6.2, except that such certificate, instrument or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

7.  Information Rights.

7.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company:

(a) as soon as practicable, for each fiscal year of the Company (i) a balance sheet as of the end of such fiscal year; and (ii) statements of income and of cash flows for such fiscal year; and

(b) as soon as practicable, and only to the extent otherwise prepared by the Company, for each of the first three quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes that may be required in accordance with GAAP).

Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting with the date 60 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 7.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

7.2 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 7.2 by such Investor); (b) is or has been independently developed or conceived by such Investor without use of the Company’s confidential information; or (c) is or has been made known or disclosed to such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Company securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 7.2; (iii) to any Affiliate, partner, member, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

8. Rights to Future Stock Issuances.

8.1 Right of First Offer. Subject to the terms and conditions of this Section 8.1 and applicable securities laws, and the Series Seed-3 Financing Agreement, if the Company proposes to offer or sell any New Securities, the Company shall, after complying with the terms of the Series Seed-3 Financing Agreement, first offer such New Securities to each Major Investor.

(a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities; (ii) the number of such New Securities to be offered; and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding). The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of 120 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c).

(c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90 day period following the expiration of the period provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice.

(d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Certificate of Incorporation); and (ii) Common Stock issued in the IPO.

(e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 8.1, the Company may elect to give notice to the Major Investor within 30 days after the issuance of New Securities. Such notice shall describe the type, price and terms of the New Securities. Each Major Investor shall have 20 days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 8.1(b) before giving effect to the issuance of such New Securities.

9. Right of First Refusal on Transfers by Key Holders.

9.1 Right of First Refusal. If the Company elects not to exercise any right of first refusal with respect to a proposed transfer of the Company’s outstanding securities by any Key Holder, and none of the Major Investors in that certain Series Seed-3 Financing Agreement desire to exercise their rights of first refusal, the Company shall assign such right of first refusal to the Major Investor. To the extent that the price per share of such proposed transfer is less than the then fair market value of the securities being transferred, any Major Investor exercising an assigned right of first refusal shall pay to the Company the difference as a condition of such assignment. In the event of such assignment, each Major Investor shall have a right to purchase that portion of the securities proposed to be transferred by such Key Holder that are subject to the assigned right of first refusal equal to the ratio of (a) the number of Common Stock issued or issuable upon conversion of the Preferred Stock owned by such Major Investor, to (b) the number of Common Stock issued or issuable upon conversion of the Preferred Stock owned by all Major Investors.

9.2 Next Financing Right of First Refusal and Co-Sale Agreement. To the extent that it is a condition in a subsequent financing of the Company that founders and/or other holders of the Common Stock enter into an agreement containing a right of first refusal and/or a right of co-sale over such holders’ shares in favor of the investors in such financing, in a form agreed to by the Company and such investors in which all Key Holders are treated equally under such agreement in all material respects, each Key Holder hereby agrees to execute and deliver such agreement.

10. Voting Provisions Regarding Board of Directors.

10.1 Board Composition. Each Holder agrees to vote, or cause to be voted, all Voting Securities owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Sections 10.3 and 10.4, the following persons shall be elected to the Board of Directors:

(a)  For so long as ETHZilla Corporation and its Affiliates continue to own beneficially at least the Minimum Shares of Preferred Stock, the Investor Preferred Director;

(b)  for so long as Stage. O Boise Fund I, LP continues to own the Minimum Shares (as defined in the Series Seed-3 Financing Agreement), the Stage Preferred Director; and

(c) For so long as the Key Holders who are then providing services to the Company as officers, employees or consultants hold at least the Minimum Shares of Common Stock, the Common Director.

10.2 Removal of Board Members. Each Holder also agrees to vote, or cause to be voted, all Voting Securities owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a) no director elected pursuant to Section 10.1 of these Legal Terms may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 10.1 to designate that director; or (ii) the Person(s) originally entitled to designate or approve such director is (are) no longer so entitled to designate or approve;

(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 10.1 shall be filled pursuant to the provisions of this Section 10; and

(c) upon the request of any party entitled to designate a director as provided in Section 10.1 to remove such director, such director shall be removed.

All Holders agree to execute any written consents required to perform the obligations of this Section 10, and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

10.3 “Bad Actor” Representations. Each Person with the right to designate or participate in the designation of a director pursuant to the Financing Documentation hereby represents that (a) such Person has exercised reasonable care to determine whether any “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (“Disqualification Event”) is applicable to such Person, any director designee designated by such Person pursuant to the Financing Documentation or any of such Person’s Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable; and (b) no Disqualification Event is applicable to such Person, any member of the Board of Directors designated by such Person pursuant to the Financing Documentation or any of such Person’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Notwithstanding anything to the contrary in these Legal Terms, each Investor makes no representation regarding any Person that may be deemed to be a beneficial owner of the Company’s voting equity securities held by such Investor solely by virtue of that Person being or becoming a party to (i) the Financing Documentation, as may be subsequently amended; or (ii) any other contract or written agreement to which the Company and such Investor are parties regarding (A) the voting power, which includes the power to vote or to direct the voting of, such security; and/or (B) the investment power, which includes the power to dispose, or to direct the disposition of, such security. The Company hereby represents and warrants to the Investor that no Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1). “Rule 506(d) Related Party” means, with respect to any Person, any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) under the Securities Act.

10.4 “Bad Actor” Covenants. Each Person with the right to designate or participate in the designation of a director pursuant to the Financing Documentation covenants and agrees (a) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable (a “Disqualified Designee”); (b) to exercise reasonable care to determine whether any director designee designated by such Person is a Disqualified Designee; (c) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board of Directors and designate a replacement designee who is not a Disqualified Designee; and (d) to notify the Company promptly in writing in the event a Disqualification Event becomes applicable to such Person or any of its Rule 506(d) Related Parties, or, to such Person’s knowledge, to such Person’s initial designee named in this Section 10, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

10.5 Next Financing Voting Agreement. To the extent that it is a condition in a subsequent equity financing of the Company that founders and/or other holders of the Common Stock enter into an agreement containing (a) voting rights for members of the Board of Directors, in a form agreed to by the Company and the investors in such financing and in respect of which Key Holders maintain rights to designate directors similar to Section 10.1(b); or (b) drag-along rights, in a form agreed to by the Company and the investors in such financing in which all Key Holders are treated equally under such drag-along provisions in all material respects, each Key Holder hereby agrees to execute and deliver such agreement.

11. Drag-Along Right.

11.1 Definitions. A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than 50% of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Certificate of Incorporation.

11.2 Actions to be Taken. In the event that (i) the holders of at least a majority of the shares of Common Stock then issued or issuable upon conversion of the shares of Preferred Stock (the “Selling Investor”); (ii) the Board of Directors; and (iii) the holders of a majority of the then outstanding shares of Common Stock (other than those issued or issuable upon conversion of the shares of Preferred Stock) voting as a separate class approve a Sale of the Company in writing, specifying that this Section 11 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Section 11.3 below, each Holder and the Company hereby agree:

(a) if such transaction requires stockholder approval, with respect to all Voting Securities that such Holder owns or over which such Holder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Voting Securities in favor of, and adopt, such Sale of the Company (together with any related amendment or restatement to the Certificate of Incorporation required to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

(b) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Holder as is being sold by the Selling Investor to the Person to whom the Selling Investor propose to sell their Voting Securities, and, except as permitted in Section 11.3 below, on the same terms and conditions as the other stockholders of the Company;

(c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and

(d) to refrain from (i) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; or (ii) asserting any claim or commencing any suit challenging the Sale of the Company or this Section 11, or the consummation of the transactions contemplated thereby.

11.3 Conditions. Notwithstanding anything to the contrary set forth herein, a Holder will not be required to comply with Section 11.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”), unless:

(a) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Voting Securities, including, but not limited to, representations and warranties that (i) the Holder holds all right, title and interest in and to the Voting Securities such Holder purports to hold, free and clear of all liens and encumbrances; (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable; (iii) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Holder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by the Holder in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which the Holder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Holder;

(b) such Holder is not required to agree (unless such Holder is a Company officer or employee) to any restrictive covenant in connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale);

(c) the Holder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);

(d) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Certificate of Incorporation) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder;

(e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the capital stock of the Company will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, and if any holders of any capital stock of the Company are given a choice as to the form of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series; (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock; and (iv) unless waived pursuant to the terms of the Certificate of Incorporation and as may be required by law, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Section 11.3(e), if the consideration to be paid in exchange for the Key Holder Voting Securities or Investor Voting Securities, as applicable, pursuant to this Section 11.3(e) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (B) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Voting Securities or Investor Voting Securities, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board of Directors) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Voting Securities or Investor Voting Securities, as applicable;

(f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that nothing in this Section 11.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders.

12. Miscellaneous.

12.1 Survival of Warranties. Unless otherwise set forth in the Financing Documentation, the representations and warranties of the Company and the Investor contained in or made pursuant to the Financing Documentation shall survive the execution and delivery of the Financing Documentation and the Closing for a period of one year and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Investor, the Key Holders or the Company.

12.2 Termination of Covenants. The covenants set forth in Section 7.1, Section 8, Section 9, Section 10 and Section 11 of these Legal Terms shall terminate and be of no further force or effect upon the earliest of (a) immediately prior to the consummation of the IPO; (b) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (c) with respect to Section 7.1, Section 8 and Section 9, the closing of a Deemed Liquidation Event (as defined in the Certificate of Incorporation); and (d) with respect to Section 10 and Section 11, the consummation of a Sale of the Company and distribution of proceeds to or escrow for the benefit of the Holders in accordance with the Certificate of Incorporation, provided that the provisions of Section 11 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 11 with respect to such Sale of the Company.

12.3 Successors and Assigns. The applicable rights under the Financing Documentation may be assigned (but only with all related obligations) by an Investor to a transferee of Company securities that (a) is an Affiliate of the Investor; (b) is the Investor’s Immediate Family Member or trust for the benefit of an individual Investor or one or more of such Investor’s Immediate Family Members; or (c) after such transfer, holds at least the Minimum Shares of Preferred Stock; provided, however, that (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the securities with respect to which such rights are being transferred; and (ii) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of the Financing Documentation, including the provisions of Section 5 of these Legal Terms. For the purposes of determining the number of shares of Company securities held by a transferee, the holdings of a transferee (A) that is an Affiliate or stockholder of an Investor; (B) who is an Investor’s Immediate Family Member; or (C) that is a trust for the benefit of an individual Investor or such Investor’s Immediate Family Member shall be aggregated together and with those of the transferring Investor; provided further that all transferees who would not qualify individually for assignment of rights shall, as a condition to the applicable transfer, establish a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under the Financing Documentation. The terms and conditions of the Financing Documentation shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties to the Financing Documentation. Nothing in the Financing Documentation, express or implied, is intended to confer upon any party other than the parties to the Financing Documentation or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of the Financing Documentation, except as expressly provided in the Financing Documentation.

12.4 Governing Law. The Financing Documentation shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

12.5 Counterparts. The Rights Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, email (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

12.6 Titles and Subtitles; Instructions for Users. The titles and subtitles, and any information labeled as “instructions for users,” used in the Financing Documentation are used for convenience only and are not to be considered in construing or interpreting the Financing Documentation.

12.7 Notice. All notices and other communications given or made pursuant to the Financing Documentation shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified; (b) when sent, if sent by email during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-business-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Exhibit A-2 to the Rights Agreement, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address or address as subsequently modified by written notice given in accordance with this Section 12.7. If notice is given to the Company, a copy shall also be sent to Company Counsel.

12.8 Consent to Electronic Notice. Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant to the DGCL by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the email address for such Investor or Key Holder set forth on Exhibit A-2 to the Rights Agreement, as updated from time to time by notice to the Company, or on the books of the Company. Each Investor and Key Holder agrees to promptly notify the Company of any change in such stockholder’s email address, and that failure to do so shall not affect the foregoing.

12.9 No Finder’s Fees. Each party to the Financing Documentation represents that it neither is nor will be obligated for any finder’s fee or commission in connection with the sale of the Shares. Each Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the sale of the Shares (and the costs and expenses of defending against such liability or asserted liability) for which each Investor or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless each Investor from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the sale of the Shares (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

12.10 Fees and Expenses. At the Closing, the Company shall pay the reasonable fees and expenses of the Investor, in an amount not to exceed, in the aggregate, the Investor Counsel Reimbursement Limit.

12.11 Amendments and Waivers.

(a) Except as set forth in Section 1.3 of these Legal Terms, any term of the Financing Documentation may be amended, modified, terminated (subject to Section 12.2) or waived (either generally or in a particular instance, and either retroactively or prospectively) only by a written instrument executed by (i) the Company; (ii) the Key Holders holding a majority of the Key Holder Securities then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (iii) the holders of a majority of the Registrable Securities held by the Investor (voting as a single separate class and on an as-converted basis) (or for an amendment, modification, termination or waiver effected prior to the Closing, Investor is obligated to purchase a majority of the Shares to be issued at the Closing).

(b) Notwithstanding the foregoing and subject to Section 12.2:

(i) the Financing Documentation may not be amended, modified or terminated and the observance of any term of the Financing Documentation may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder, unless such amendment, modification, termination or waiver applies to all Investor or Key Holders, as the case may be, in the same fashion (it being agreed that a waiver of the provisions of Section 8 with respect to a particular transaction shall be deemed to apply to all Investor in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investor may nonetheless, by agreement with the Company, purchase securities in such transaction);

(ii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver either (A) is not directly applicable to the rights or obligations of the Key Holders under the Financing Documentation; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties to the Financing Documentation;

(iii) the Company may in its sole discretion waive compliance with Section 6.3;

(iv) Section 7.1, Section 8, Section 9 and any other section of these Legal Terms applicable to the Major Investor (including this Section 12.11(b)(iv)) may not be amended, modified, terminated or waived without the written consent of the holders of a majority of the Registrable Securities then outstanding and held by the Major Investor (voting as a single separate class and on an as-converted basis);

(v) the provisions of Section 10.1(a) and this Section 12.11(b)(v) may not be amended, modified, terminated or waived without the written consent of ETHZilla Corporation;

(vi) the provisions of Section 10.1(b) and this Section 12.11(b)(vi) may not be amended, modified, terminated or waived without the written consent of the holders of a majority of the Key Holder Securities held by the Key Holders who are at such time providing services to the Company as an officer, employee or consultant;

(vii) Exhibit A-2 to the Rights Agreement may be amended by the Company from time to time without the consent of the other parties to add transferees of any securities in compliance with the terms of the Financing Documentation; and

(viii) any provision of the Financing Documentation may be waived in writing by any waiving party on such party’s own behalf, without the consent of any other party.

(c) The Company shall give prompt notice of any amendment, modification or termination of the Financing Documentation or waiver under the Financing Documentation to any party to the Financing Documentation that did not consent in writing to such amendment, modification, termination or waiver. Any amendment, modification, termination or waiver effected in accordance with this Section 12.11 shall be binding on each party to the Financing Documentation, each transferee of the Shares (or the Common Stock issuable upon conversion thereof), each future holder of all such securities and all of their respective successors and permitted assigns, whether or not any such party, transferee, successor, assignee or other stockholder entered into or approved such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of the Financing Documentation, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. For purposes of this Section 12.11, the requirement of a written instrument may be satisfied in the form of an action by written consent of the stockholders circulated by the Company and executed by the stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of the Financing Documentation.

(d) Notwithstanding anything herein to the contrary, subject to the provisions of this Section 12.11, upon the execution and delivery of any documents, including, if applicable, investor rights, co-sale, voting and other agreements, executed by the investors purchasing securities in the next equity financing after the Agreement Date (such documents, the “Next Financing Documents”) by (i) the Company; (ii) Key Holders holding a majority of the Key Holder Securities then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (iii) Investor holding a majority of the Registrable Securities then outstanding and held by the Investor (as a single separate class and on an as-converted basis), the Financing Documentation shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect.

12.12 In case any one or more of the provisions contained in the Financing Documentation is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Financing Documentation, and such invalid, illegal or unenforceable provision shall be reformed and construed so that it will be valid, legal and enforceable to the maximum extent permitted by law.

12.13 Aggregation of Stock. All shares of securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under the Financing Documentation and, subject to the Financing Documentation, such Affiliates may apportion such rights as among themselves in any manner they deem appropriate.

12.14 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under the Financing Documentation, upon any breach or default of any other party under the Financing Documentation, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, either under the Financing Documentation or by law or otherwise afforded to any party, shall be cumulative and not alternative.

12.15 Entire Agreement. The Company and the Key Holders desire to induce the Investor to purchase shares of Series A Preferred Stock pursuant to the Purchase and Subscription Agreement by and among the Company and such Investor by agreeing to provide the Investor with the rights and privileges as set forth herein. This Rights Agreement (including the exhibits, appendixes and schedules hereto and thereto), together with the Purchase and Subscription Agreement, contains all of the terms, conditions and representations and warranties agreed to by the parties relating to the subject matter of this Rights Agreement and supersedes all prior or contemporaneous agreements, negotiations, correspondence, undertakings, understandings, representations and warranties, both written and oral, among the parties to this Rights Agreement and Purchase and Subscription Agreement with respect to the subject matter of this Rights Agreement. No representation, warranty, inducement, promise, understanding or condition not set forth in this Rights Agreement has been made or relied upon by any of the parties to this Rights Agreement.

12.16 Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THE FINANCING DOCUMENTATION HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THE FINANCING DOCUMENTATION ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

12.17 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the Dispute Resolution Courts for the purpose of any suit, action or other proceeding arising out of or based upon the Financing Documentation; (b) agree not to commence any suit, action or other proceeding arising out of or based upon the Financing Documentation except in the Dispute Resolution Courts; and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Financing Documentation or the subject matter of the Financing Documentation may not be enforced in or by such court.

12.18 WAIVER OF JURY TRIAL. EACH PARTY TO THE FINANCING DOCUMENTATION HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE FINANCING DOCUMENTATION, THE SHARES OR THE SUBJECT MATTER OF THE FINANCING DOCUMENTATION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES TO THE FINANCING DOCUMENTATION AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY TO THE FINANCING DOCUMENTATION HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

12.19 Waiver of Conflicts. Each party to the Financing Documentation acknowledges that Company Counsel, counsel for the Company, has in the past performed and may continue to perform legal services for the Investor in matters unrelated to the transactions described in the Financing Documentation, including the representation of such Investor in venture capital financings and other matters. Accordingly, each party to the Financing Documentation hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Company Counsel’s representation of the Investor in such unrelated matters and to Company Counsel’s representation of the Company in connection with the Financing Documentation and the transactions contemplated by the Financing Documentation.

EXHIBIT B-2

DISCLOSURE SCHEDULES

This Disclosure Schedule is made and given pursuant to Section 2 of the Legal Terms. All capitalized terms used but not defined herein shall have the meanings as defined in the Financing Documentation, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Legal Terms; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Legal Terms where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Financing Documentation or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Financing Documentation require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule includes brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive and are qualified in their entirety by reference to the text of the documents described, true and complete copies of which have been provided to the Investor or their respective counsel.

EXHIBIT C

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

39

Exhibit 99.1

ETHZilla Integrates Karus to Power AI-Modeled Auto Loan Tokenization

Strategic transaction seeks to combine Karus’s predictive credit analytics with ETHZilla’s blockchain infrastructure to bring real-world credit investments on-chain

PALM BEACH, Fla., – Dec. 3, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”), a technology company bringing decentralized finance infrastructure to traditional finance, today announced the acquisition of a 20% fully-diluted interest in Karus, Inc. (“Karus”), a leading artificial intelligence (AI) platform for auto finance decisioning and portfolio analytics. Pursuant to the transaction, ETHZilla plans to integrate Karus’s AI-driven underwriting into its blockchain infrastructure, enabling the tokenization of AI-modeled, risk-adjusted auto-loan assets. As part of the transaction, ETHZilla acquired a 20% fully-diluted ownership position in Karus in consideration for $3 million in cash and $7 million in shares of common stock of ETHZilla. Karus is backed by Tacora Capital CEO, Keri Findley, an asset-based lending and private-credit investor funded by Peter Thiel.

“Karus’s AI models are bringing the pricing and management of loan-level risk and cash flows into the future,” said McAndrew Rudisill, chairman and chief executive officer of ETHZilla. “Their AI delivers institutional-grade risk forecasting that we believe will enable us to structure and tokenize loan pools with greater accuracy and transparency. Under terms of the transaction, ETHZilla will also have access to Karus’s extensive network of auto loan originators, including over 20,000 car dealerships, credit unions, and banks as a source of potential portfolios for tokenization. This transaction provides ETHZilla an entry point into the approximately $1.6 trillion US asset-backed securities market,¹ and we plan to leverage our relationship with Karus to become a leading player in bringing real-world credit on-chain.”

The strategic investment accelerates ETHZilla’s expansion beyond traditional digital assets into large-scale real-world asset markets, which we expect will help position the Company to meet what we believe is a growing institutional demand for transparent, on-chain securitization. ETHZilla plans to bring tokenization to AI-underwritten auto loans, enabling highly predictive borrower and collateral risk segmentation powered by Karus’s AI decisioning engine, which is trained on over 20 million historical auto loan outcomes and analyzes over 1,000 variables across credit, vehicle, collateral, and macroeconomic data in real time. Karus has already generated over $5 billion in auto loan volume processed through its point-of-origination decisioning engine.

We expect that this integration will enable investors to access transparent, risk-tiered exposure to auto credit with on-chain settlement and analytics. The first tokenized portfolios are expected to launch in early 2026. Liquidity.io (ETHZilla holds a 15% interest in Satschel, Inc., Liquidity.io’s parent company), is expected to serve as the exclusive digital-asset exchange for trading tokenized Karus-enabled auto loan portfolios, ensuring compliant, scalable market access for investors. The Company estimates that for every $100 million deployed in the Karus token, the assets are expected to generate $9 million to $12 million of adjusted EBITDA for ETHZilla.

“We believe that ETHZilla’s blockchain infrastructure will allow us to bring our data-driven insights directly to market,” said Aaron Travis, chief executive officer of Karus. “By pairing our AI with ETHZilla’s blockchain rails, we aim to turn predictive auto loan-performance data into a new, scalable digital fixed-income product.”

“We expect that this relationship will take Karus’s loan modeling from insight to execution,” said Keri Findley, CEO of Tacora Capital and board member at Karus. “We believe the Liqudity.io platform will be able to give Karus’s AI real-world reach by turning credit intelligence into investable digital assets.”

Karus is backed by a group of investors led by Stage Global Partners, which also includes Tacoma Venture Fund and Capital Eleven.

Transaction Summary

ETHZilla invested $8 million into Karus, paid in a combination of $3 million in cash and $5 million in shares of its common stock, to acquire a 16% ownership stake in Karus through the purchase of newly issued Series A Preferred Stock and through secondary share acquisitions from existing Karus holders acquired an additional 4% of Karus’ fully-diluted shares in consideration for $2 million in shares of common stock.

In conjunction with the transaction, which closed on December 2, 2025, ETHZilla will appoint a director to the Karus Board of Directors and maintain certain governance rights.

About ETHZilla

ETHZilla Corporation (Nasdaq: ETHZ) is a technology company in the decentralized finance (DeFi) industry. ETHZilla seeks to connect financial institutions, businesses and organizations worldwide by enabling secure, accessible blockchain transactions through Ethereum network protocol implementations. It generates recurring revenues through various DeFi protocols that improve Ethereum network integrity and security. ETHZilla believes it has the unique capability to bring traditional assets on-chain via tokenization. Through its proprietary protocol implementations, ETHZilla facilitates DeFi transactions and asset digitization across multiple Layer 2 Ethereum networks. ETHZilla is working to offer tokenization solutions, DeFi protocol integration, blockchain analytics, traditional-to-digital asset conversion gateways, and other decentralized finance services. To learn more, visit ETHZilla.com.

Forward Looking Statements

This press release contains “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the relationship with Karus, expectations with respect to future performance, and growth of the Company; the ability of the Company to execute its plans, undertake tokenization activities and achieve future performance.

Forward looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially. Applicable risks and uncertainties include, among others, failure to realize the anticipated benefits of the transaction described herein; failure to realize the anticipated benefits of the Company’s previously disclosed stock repurchase program, previously announced private placements, sale of convertible notes, and related transactions, including the Company’s digital asset treasury strategy; the Company’s ability to achieve profitable operations; risks relating to the Company’s stock repurchases, the fact that common stock share repurchases may not be conducted in the timeframe or in the manner the Company expects; expectations regarding the capitalization, resources and ownership structure of the Company; the Company’s plans to continue to purchase ETH over time, the Company’s digital asset treasury strategy, the digital assets held by the Company, the Company’s current and anticipated yield strategies, including its participation in DeFi protocols and plans for tokenization of real world assets; fluctuations in the market price of ETH that will impact the Company’s accounting and financial reporting; government regulation of cryptocurrencies; the Company’s ability to repurchase shares of common stock, the timing thereof, purchase price thereof, and the fact that repurchases may not be undertaken under the stock repurchase program; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s outstanding convertible notes, including the Company’s ability to repay such notes, covenants associated therewith and dilution caused by the conversion thereof into common stock, and security interests associated therewith; risks relating to the Company’s OTC transactions, including the Company’s ability to repay such facilities, covenants associated therewith and security interests associated therewith, including security interests over certain of our cash and ETH; risks relating to the Company’s previously announced ATM offering, including potential downward pressure on the Company’s stock price associated therewith; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Ether and other cryptocurrencies; the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving the Company; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; and the Company’s ability to raise funding in the future and the terms of such funding, including dilution caused thereby, as well as those risks and uncertainties identified and those identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as well as the supplemental risk factors and other information the Company has or may file with the SEC. Readers are cautioned not to place undue reliance on these statements. Investors should also be aware that under U.S. generally accepted accounting principles (GAAP), certain crypto assets must be measured at fair value, with changes recognized in net income for each reporting period. These fair value adjustments may cause significant fluctuations in the Company’s balance sheet and income statement from period-to-period. In addition, for certain crypto assets, including ETH, which the Company holds, impairment charges may be required to be reported in net income if the market price of such assets (including ETH) falls below the cost basis at which those assets are carried on the balance sheet. Readers are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update any forward-looking statements except as required by law. The Company’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Media and Investor Contact:

John Kristoff

SVP, Corporate Communications and IR

[email protected]

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