Exhibit 2.1

Execution Version

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.

ZIPPY, INC.

SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

TABLE OF CONTENTS

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SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT

THIS SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of December 9, 2025, by and among Zippy, Inc., a Delaware corporation (“Zippy”) and ETHZilla Corporation, a Delaware corporation (“ETHZ”).

The parties hereby agree as follows:

1. Purchase and Sale of Preferred Stock.

1.1. Sale and Issuance of Series B-3 Preferred Stock.

(a) As a condition to the Closing (as defined below), Zippy shall adopt and file with the Secretary of State of the State of Delaware, at or before the time of Closing, the Fifth Amended and Restated Certificate of Incorporation in the form of Exhibit A attached to this Agreement (the “Certificate”).

(b) Subject to the terms and conditions of this Agreement, ETHZ agrees to purchase at the Closing (as defined below), and Zippy agrees to sell and issue to ETHZ at the Closing, 2,905,064 shares of Series B-3 Preferred Stock, $0.000001 par value per share (the “Series B-3 Preferred Stock”), at a purchase price of $6.5403 per share. The shares of Series B-3 Preferred Stock issued to ETHZ pursuant to this Agreement shall be referred to in this Agreement as the “Shares.” The number of shares of Series B-3 Preferred Stock issued to ETHZ at the Closing shall be the number that results in ETHZ (together with its Affiliates) holding, on an as-converted-to-common-stock and fully diluted basis, fifteen percent (15%) of the outstanding equity securities of Zippy immediately following the Closing and after giving effect to the primary issuance contemplated hereby and the Secondary Sales (as defined below).

1.2. Closing; Purchase Price; Delivery.

(a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m., Central time, on the date hereof, or at such other time and place as Zippy and ETHZ mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).

(b) The aggregate purchase price for the Shares shall be $18,999,990.08 (the “Purchase Price”), which purchase price shall be payable as follows:

(i) $5,000,000.00 in cash by wire transfer of immediately available funds pursuant to an account designated by Zippy; and

(ii) 1,333,332 shares of ETHZ’s common stock, par value $0.0001 per share, (“ETHZ Common Stock”), which is equal to the amount of shares determined by dividing $13,999,990.08 by the Per Share Price of ETHZ Common Stock (the “Stock Consideration”).

(c) At the Closing (or within a reasonable time thereafter), (i) Zippy shall deliver to ETHZ a certificate representing the Shares against payment of the Purchase Price by ETHZ; (ii) ETHZ shall deliver to Zippy (y) evidence of the issuance of the Stock Consideration in book entry form, registered in the name of Zippy, duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances (except as arising pursuant to applicable securities laws, this Agreement and the Registration Rights Agreement) and in accordance with the terms of this Agreement and (z) the Registration Rights Agreement duly executed by ETHZ; and (iii) Zippy and ETHZ shall deliver evidence reasonably satisfactory to Zippy that ETHZ (or its applicable Affiliate) has consummated the Secondary Sales in accordance with the applicable Secondary Sale Agreements.

1.3. [Intentionally omitted.]

1.4. [Intentionally omitted.]

1.5. Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced 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 or director of such Person or any venture capital fund or investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. For purposes of this Agreement, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling,” “controlled by” and “under common control with” shall have meanings correlative to the foregoing.

(b) “Base Amount” means, for the Midpoint True-Up Period, the amount in dollars equal to (A) the number of Midpoint Eligible Shares, multiplied by (B) the Per Share Price.

(c) “Board” has the meaning set forth in Section 1.4.

(d) “Change of Control” means, with respect to ETHZ: (i) any merger, consolidation, recapitalization, reorganization or other business combination as a result of which the voting securities of ETHZ outstanding immediately prior thereto represent less than a majority of the voting power of the surviving or resulting entity immediately thereafter; (ii) any sale, lease, transfer or other disposition of all or substantially all of ETHZ’s consolidated assets (on a consolidated basis); or (iii) any person or “group” (as defined in Section 13(d) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of ETHZ’s voting securities. For the avoidance of doubt, a bona fide capital-raising transaction that does not result in the foregoing ownership thresholds being met shall not constitute a Change of Control.

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

(f) “Contract Legend” has the meaning set forth in Section 2.25.

(g) “Encumbrance” means any lien (statutory or otherwise), encumbrance, pledge, charge, claim, license, limitation, deed of trust, hypothecation, option, proxy, voting agreement, right of first refusal or right of first offer, adverse claim, security interest, mortgage, or transfer restriction.

(h) “ETHZ” means ETHZilla Corporation, a Delaware corporation.

(i) “ETHZ Board Representative” means John Bertrand, who shall be designated as Series B Preferred Director pursuant to the Third Amended and Restated Voting Agreement dated as of the date of Closing.

(j) “ETHZ Common Stock” has the meaning set forth in Section 1.2(b)(ii).

(k) “ETHZ Organizational Documents” means, with respect to ETHZ, its certificate of incorporation and bylaws, together with all amendments, restatements and supplements thereto, and any stockholder agreements, voting agreements, rights agreements or other similar agreements relating to the governance, rights or preferences of ETHZ’s equity securities.

(l) “ETHZ SEC Reports” means all periodic reports, current reports and registration statements, including exhibits and other information incorporated therein, required to be filed by ETHZ with the SEC under the Exchange Act or the Securities Act.

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

(n) “Final Make Whole Amount” means the positive amount, if any equal to (A) the Per Share Price (as adjusted equitably for common stock splits, common stock dividends and recapitalizations) multiplied by the Retained Stock, less (B) the Retained Stock multiplied by the True-Up Determination Date VWAP.

(o) “Forfeiture Make Whole Amount” means (A) $13,999,990.08, minus (B) the sum of (I) the total amount of Gross Proceeds received by Zippy from the sale of any ETHZ Common Stock comprising the Stock Consideration prior to the Forfeiture Event, if any, plus (II) any amounts received pursuant to Section 6.5.

(p) “GAAP” means generally accepted accounting principles for financial reporting in the United States as in effect from time to time, consistently applied.

(q) “Governmental Authority” means the government of the United States or any other country, any state or other political subdivision thereof, any national securities exchange or trading system, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government, and any corporation or other entity owned or controlled (whether through the ownership of securities or other ownership interests, by contract or otherwise) by any of the foregoing.

(r) “Gross Proceeds” means, with respect to any sale of any shares of ETHZ Common Stock comprising the Stock Consideration (that has been released from the restrictions set forth in Section 6.1) by Zippy, the gross cash proceeds received by Zippy in such sale. For purposes of clarity, the amount of Gross Proceeds shall not be reduced by any brokerage commissions, transfer taxes and similar transaction fees in connection with such sale.

(s) “Indemnification Agreement” means the agreement between Zippy and each member of the Board, including the ETHZ Board Representative pursuant to the Third Amended and Restated Voting Agreement, dated as of the date of the Closing, in substantially the form of Exhibit C attached to this Agreement.

(t) “Key Employee” means any executive-level employee (including “head of” level positions); provided that, for the avoidance of doubt, [***] and [***] are not Key Employees.

(u) “Knowledge” including the phrase “to Zippy’s knowledge” shall mean the knowledge of the Selling Stockholders, in each case after due inquiry.

(v) “Law” means any federal, state or local law, statute, ordinance, by-law, regulation, rule, treaty or order of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law, including, without limitation, the rules and regulations of any national securities exchange or trading system.

(w) “Lock-Up Shares” has the meaning set forth in Section 6.1.

(x) “Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations of Zippy; provided that a Material Adverse Effect shall not be deemed to include any event, circumstance, change or effect to the extent attributable to: (A) changes or conditions adversely affecting the economy or financial or banking markets; (B) changes in legal requirements or accounting principles adversely affecting the industry in which Zippy operates, or in the interpretation thereof; (C) any acts of terrorism, sabotage, armed hostilities, military action or war (whether or not declared); (D) any conditions resulting from force majeure events, including natural disasters, epidemics or pandemics (including COVID-19) or other acts of God; (E) the announcement, pendency or performance of this Agreement; (F) national or international political or social conditions; and (G) any failure by Zippy to meet budgets, plans, projections, or forecasts (whether internal or otherwise) for any period (it being understood that the underlying cause of the failure to meet such budgets, plans, projections, or forecasts may be taken into account in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by this definition); except, to the extent that the events, changes or circumstances described in subparts (A), (B), (C), (D) and (F) have a disproportionate adverse impact on Zippy, taken as a whole, relative to other companies in Zippy’s industry.

(y) “Midpoint Eligible Shares” means 476,191 shares of ETHZ Common Stock comprising the Stock Consideration.

(z) “Midpoint Lock-Up Release Date” means the later of (A) February 28, 2026, and (B) the Second Lock-Up Release Date.

(aa) “Midpoint Make-Whole Amount” means, for the Midpoint True-Up Period, the amount in dollars equal to (A) the Base Amount, minus (B) total amount of Gross Proceeds received by Zippy from the sale of the Midpoint Eligible Shares during the Midpoint True-Up Period.

(bb) “Midpoint True-Up Period” means the period commencing on the Midpoint Lock-Up Release Date and ending on the date that is thirty (30) days thereafter.

(cc) “Per Share Price” means $10.50 per share.

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

(ee) “Preferred Stock” has the meaning set forth in Section 2.2.

(ff) “Registrable Securities” has the meaning set forth in the Registration Rights Agreement.

(gg) “Registration Rights Agreement” means that certain Registration Rights Agreement in the form attached as Exhibit G.

(hh) “Registration Statement Effectiveness Date” means the date and time at which ETHZ’s registration statement on Form S-3 registering the resale of the ETHZ Common Stock comprising the Stock Consideration is declared effective by the SEC under Section 8(a) of the Securities Act; provided, that if ETHZ is eligible to use an automatic shelf registration statement, “Registration Statement Effectiveness Date” means the date and time such registration statement becomes effective pursuant to Rule 462(e) under the Securities Act.

(ii) “Retained Stock” means that number of shares of ETHZ Common Stock comprising the Stock Consideration, if any, originally issued to Zippy at the Closing which Zippy has continuously held through the True-Up Determination Date. For the sake of clarity, any shares of ETHZ Common Stock purchased or otherwise acquired by Zippy after the Closing shall not be Retained Stock.

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

(kk) “Secondary Sale Agreements” means, collectively, those certain Stock Purchase Agreements by and between ETHZ and the Sellers (as defined therein) (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”, pursuant to each such Secondary Sale Agreement, ETHZ shall purchase, at Closing, from such person shares of Zippy Common Stock in exchange for shares of ETHZ Common Stock (collectively, the “Secondary Sales”), each in the form attached as Exhibit H.

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

(mm) “Tax” or “Taxes” means all federal, state, local, non-U.S. and other taxes, charges, fees, duties, levies, imposts, customs or other assessments imposed by a taxing authority and in the nature of a tax, including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, profit share, license, lease, service, service use, value added, withholding, payroll, employment, excise, estimated, severance, stamp, occupation, premium, real property, personal property, payroll, unclaimed property, windfall profits, environmental, capital stock, social security (or similar), unemployment, disability, registration, alternative or add-on minimum, estimated, or other taxes of any kind whatsoever, whether disputed or not, together with any interest, penalties, additions to tax, fines or other additional amounts imposed thereon or related thereto.

(nn) “Tax Return” means any report, return, declaration, claim for refund, information statement, including any attachment or schedule thereto and including any amendment thereof, and including any return of an affiliated, combined or unitary group, in each case, that is required to be filed with a taxing authority.

(oo) “Third Amended and Restated Investors’ Rights Agreement” means the amended and restated agreement among Zippy, ETHZ and certain other stockholders of Zippy, dated as of the date of the Closing, in the form of Exhibit D attached to this Agreement.

(pp) “Third Amended and Restated Right of First Refusal and Co-Sale Agreement” means the amended and restated agreement among Zippy, ETHZ and certain other stockholders of Zippy, dated as of the date of the Closing, in the form of Exhibit E attached to this Agreement.

(qq) “Third Amended and Restated Voting Agreement” means the amended and restated agreement among Zippy, ETHZ and certain other stockholders of Zippy, dated as of the date of the Closing, in the form of Exhibit F attached to this Agreement.

(rr) “Trading Day” means any day on which The Nasdaq Capital Market is open for trading; provided that any day on which trading in ETHZ Common Stock is suspended for market-wide reasons shall not be a Trading Day for purposes of the Measurement Period.

(ss) “Transaction Agreements” means this Agreement, the Third Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Right of First Refusal and Co-Sale Agreement, the Third Amended and Restated Voting Agreement, the Registration Rights Agreement and the Secondary Sale Agreements.

(tt) “Trigger Per Share Price” means (A) Per Share Price, multiplied by (B) 2.0.

(uu) “True-Up Determination Date VWAP” means the volume-weighted average price (VWAP) of ETHZ Common Stock on The Nasdaq Capital Market for the ten Trading Days prior to the True-Up Determination Date, as reported by Bloomberg (function VWAP) for The Nasdaq Capital Market, adjusted for any stock split, stock dividend, combination or similar event occurring during such ten Trading Days. Any day on which trading in ETHZ Common Stock is halted or suspended for market-wide reasons shall be excluded and the measurement period shall be extended to include the next Trading Day.

(vv) “True-Up Determination Date” means June 30, 2026.

(ww) “Zippy Common Stock” has the meaning set forth in Section 2.2.

(xx) “Zippy Governing Documents” shall mean (i) the Certificate, (ii) the Third Amended and Restated Investors’ Rights Agreement, (iii) the Third Amended and Restated Right of First Refusal and Co-Sale Agreement, (iv) the Third Amended and Restated Voting Agreement, and (v) the Bylaws of the Company.

(yy) “Zippy 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, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and in any such cases that are owned or used by Zippy in the conduct of Zippy’s business as now conducted and as presently proposed to be conducted.

2. Representations and Warranties of Zippy. Zippy hereby represents and warrants to ETHZ that, except as set forth on the Disclosure Schedule attached as Exhibit B to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete 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 of the Disclosure Schedule and subsections in this Section 2 only to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

For purposes of these representations and warranties (other than those in Subsections 2.2, 2.3, 2.4, 2.5, and 2.6), the term “Zippy” shall include any subsidiaries of Zippy, unless otherwise noted herein.

2.1. Organization, Good Standing, Corporate Power and Qualification. Zippy 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 presently conducted and as proposed to be conducted. Zippy is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification and standing is required.

2.2. Capitalization.

(a) The authorized capital of Zippy consists, immediately prior to the Closing and after giving effect to the filing of the Certificate, of: 22,000,000 shares of common stock, $0.000001 par value per share (the “Zippy Common Stock”), [***] shares of which are issued and outstanding immediately prior to the Closing, and [***] shares of preferred stock, $0.000001 par value per share (the “Preferred Stock”), of which (i) [***] shares are designated as “Series Seed Preferred Stock”, all of which are issued and outstanding immediately prior to the Closing, (ii) [***] shares are designated as “Series A-1 Preferred Stock”, all of which are issued and outstanding immediately prior to the Closing, (iii) [***] shares are designated as “Series A-2 Preferred Stock”, all of which are issued and outstanding immediately prior to the Closing, (iv) [***] shares are designated as “Series B-1 Preferred Stock”, all of which are issued and outstanding immediately prior to the Closing, (v) [***] shares are designated as “Series B-2 Preferred Stock”, all of which are issued and outstanding immediately prior to the Closing, and (vi) 2,905,064 shares are designated as “Series B-3 Preferred Stock”. All of the outstanding shares of Common Stock, Series Seed Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B-1 Preferred Stock, and Series B-2 Preferred Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities Laws. The rights, privileges and preferences of the Preferred Stock are as stated in the Certificate and as provided by the Delaware General Corporation Law. As of the date hereof, all shares of Preferred Stock are convertible into shares of Zippy Common Stock on a one-for-one basis. Schedule 2.2(a) accurately and completely sets forth the capital structure of Zippy including the number of, percentage ownership of, and holders of, all securities and equity interests which are authorized and which are issued and outstanding, including all convertible securities.

(b) Zippy has reserved [***] shares of Common Stock for issuance to officers, directors, employees and consultants of Zippy pursuant to its 2021 Equity Incentive Plan duly adopted by the Boards and approved by Zippy’s stockholders (the “Stock Plan”), of which [***] reserved shares have been exercised for shares of Common Stock under the Stock Plan. All such reserved shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. Zippy has furnished to ETHZ complete and accurate copies of the Stock Plan and forms of agreements used thereunder. Other than the Third Amended and Restated Voting Agreement, Zippy is not a party or subject to any agreement or understanding, and, to Zippy’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of Zippy.

(c) Except for (A) the conversion privileges of the Shares to be issued under this Agreement, (B) the rights provided in Zippy Governing Documents, (C) the conversion privileges of the Series Seed Preferred Stock, (D) the conversion privileges of the Series A Preferred Stock and the Series B Preferred Stock, (E) the securities and rights described in Subsection 2.2(a) and 2.2(b) of this Agreement or (F) as set forth on Subsection 2.2(c) of the Disclosure Schedule, 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 Zippy any shares of Common Stock or Series B Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Series B Preferred Stock. All outstanding shares of Zippy’s Common Stock and all shares of Zippy’s Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of Zippy upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than one hundred eighty (180) days following Zippy’s initial public offering pursuant to a registration statement filed with the SEC under the Securities Act.

(d) Except as set forth on Subsection 2.2(d) of the Disclosure Schedule, none of Zippy’s stock purchase agreements or stock option documents contain a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including, without limitation, in the case where Zippy’s Stock Plan is not assumed in an acquisition. Zippy has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Certificate, Zippy has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(e) 409A. Any “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which Zippy makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. To the knowledge of Zippy, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code. Zippy has not issued or sold any of its securities under the Stock Plan at less than fair market value, as determined by the Board of Directors in good faith, to any employee, consultant or other provider of services to Zippy.

(f) Zippy has obtained valid waivers of any rights by other parties to purchase any of the Shares covered by this Agreement.

(g) At Closing, the Shares and the Zippy Common Stock acquired pursuant to the Secondary Sales, collectively, will represent 15% of Zippy’s fully-diluted capitalization as of the date of the Closing.

2.3. Subsidiaries. Except as set forth on Subsection 2.3 of the Disclosure Schedule, Zippy does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. Zippy is not a participant in any joint venture, partnership or similar arrangement. Zippy owns all of the equity interests of each Subsidiary set forth on Schedule 2.3. The outstanding shares of capital stock or equity interests of each Subsidiary set forth on Schedule 2.3 were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. There is no existing option, warrant, call, right or contract to which any Subsidiary set forth on Schedule 2.3 is a party requiring, and there are no convertible securities of any Subsidiary set forth on Schedule 2.3 outstanding which upon conversion would require, the issuance of any shares of capital stock or other equity interests of any Subsidiary set forth on Schedule 2.3 or other securities convertible into shares of capital stock or other equity interests of any Subsidiary set forth on Schedule 2.3. There are no voting trusts, irrevocable proxies, or other contracts or understandings to which any Subsidiary set forth on Schedule 2.3 is a party or is bound with respect to the execution, delivery and performance of this Agreement.

2.4. Authorization. All corporate action required to be taken by the Board and stockholders of Zippy in order to authorize Zippy to enter into the Transaction Agreements, 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. All action on the part of the officers of Zippy necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of Zippy under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by Zippy, shall constitute valid and legally binding obligations of Zippy, enforceable against Zippy in accordance with their respective terms except 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.

2.5. Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by ETHZ. Assuming the accuracy of the representations of ETHZ in Section 3 of this Agreement and subject to the filings described in Subsections 2.6(i) and (ii) below, 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 Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by ETHZ. Assuming the accuracy of the representations of ETHZ in Section 3 of this Agreement, and subject to Subsection 2.6 below, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities Laws. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to Zippy or, to Zippy’s knowledge, any covered person described in Rule 506(d)(1), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.

2.6. Governmental Consents and Filings. Assuming the accuracy of the representations made by ETHZ in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of Zippy in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate, which will have been filed before the Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

2.7. Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to Zippy’s knowledge, threatened (i) against Zippy or any officer, director or Key Employee of Zippy arising out of their employment or board relationship with Zippy; (ii) that questions the validity of the Transaction Agreements or the right of Zippy to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither Zippy nor, to Zippy’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect Zippy). There is no action, suit, proceeding or investigation by Zippy pending or which Zippy intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened (or any basis therefor known to Zippy) involving the prior employment of any of Zippy’s employees, their services provided in connection with Zippy’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

2.8. Intellectual Property. Zippy owns or possesses or otherwise has legal rights to all Zippy Intellectual Property without any conflict with, or infringement of, the rights of others. To Zippy’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by Zippy violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to Zippy Intellectual Property, nor is Zippy bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. To Zippy’s knowledge, there are no unauthorized uses, disclosures or infringements of any Zippy-Owned Intellectual Property by any Person. Zippy has not received any communications alleging that Zippy has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person, and Zippy has no specific reason to believe that any such allegation may be forthcoming. Zippy 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 Zippy’s business. To Zippy’s knowledge, it will not 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 Zippy. Each current and former employee and consultant has executed a written agreement with Zippy pursuant to which such current or former employee or consultant has assigned to Zippy all intellectual property rights he or she owns that are related to Zippy’s business as now conducted and as presently proposed to be conducted. Subsection 2.8 of the Disclosure Schedule lists all Zippy Intellectual Property. Zippy has not embedded, used or distributed any open source, copyleft or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement. For purposes of this Subsection 2.8, Zippy shall be deemed to have knowledge of a patent right if Zippy has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.

2.9. Compliance with Other Instruments. Zippy is not in violation or default (i) of any provisions of its Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage (and, to Zippy’s knowledge, no other party thereto is in violation thereunder), (iv) 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 (and, to Zippy’s knowledge, no other party thereto is in violation thereunder), or (v) of any provision of any Law applicable to Zippy, the violation of which would reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements 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 Zippy or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to Zippy.

2.10. Agreements; Actions.

(a) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which Zippy is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, Zippy in excess of $100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from Zippy, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products or services to any other Person that limit Zippy’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services, (iv) indemnification by Zippy with respect to infringements of proprietary rights, (v) any director, officer or other Affiliate of Zippy, (vi) except as set forth in Subsection 2.2, the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the assets or debt or equity securities of Zippy, or (vii) covenants restricting or otherwise limiting Zippy from competing in any line of business (each of clauses (i) through (vii), a “Material Agreement”). Zippy is not in breach in any material respect of any Material Agreement and, to Zippy’s knowledge, no other Person party to or bound by any Material Agreement is in breach thereof in any material respect. Zippy has not provided or received any written notice of any (x) intention to terminate any Material Agreement or (y) non-performance of any Material Agreement (whether pursuant to a force majeure clause or otherwise).

(b) Zippy has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $250,000 or in excess of $500,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons Zippy has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

(c) Zippy is not a guarantor or indemnitor of any indebtedness of any other Person.

2.11. Certain Transactions.

(a) Other than (i) standard employee benefits generally made available to all employees, (ii) standard employee offer letters and Confidential Information Agreements (as defined below), (iii) standard director and officer indemnification agreements approved by the Board, (iv) the purchase of shares of Zippy’s capital stock and the issuance of options to purchase shares of Common Stock, in each instance, approved in the written minutes of the Board (previously provided to ETHZ or its counsel), (v) the Transaction Agreements, and (vi) as set forth on Subsection 2.11(a) of the Disclosure Schedule, there are no agreements, understandings or proposed transactions between Zippy and any of its officers, directors, consultants or Key Employees, or any Affiliate of any of the foregoing.

(b) Except as set forth on Subsection 2.11(b) of the Disclosure Schedule, Zippy is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of Zippy’s directors, officers or employees, or any members of their immediate families, or any Affiliate of any of the foregoing are, directly or indirectly, indebted to Zippy.

2.12. Rights of Registration and Voting Rights. Except as provided in the Third Amended and Restated Investors’ Rights Agreement, Zippy is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To Zippy’s knowledge, except as contemplated in the Third Amended and Restated Voting Agreement, no stockholder of Zippy has entered into any agreements with respect to the voting of capital shares of Zippy.

2.13. Property. The property and assets that Zippy owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair Zippy’s ownership or use of such property or assets. With respect to the property and assets it leases, Zippy is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. Zippy does not own any real property.

2.14. Employee Matters.

(a) As of the date hereof, Zippy employs [***] full-time or part-time employees.

(b) To Zippy’s knowledge, none of its employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of Zippy or that would conflict with Zippy’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of Zippy’s business by the employees of Zippy, nor the conduct of Zippy’s business as now conducted and as presently proposed to be conducted, will, to Zippy’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.

(c) Zippy is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. Zippy has complied in all material respects with all applicable state and federal equal employment opportunity Laws and with other Laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. Zippy has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Zippy and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

(d) To Zippy’s knowledge, no Key Employee intends to terminate employment with Zippy or is otherwise likely to become unavailable to continue as a Key Employee, nor does Zippy have a present intention to terminate the employment of any of the foregoing. The employment of each employee of Zippy is terminable at the will of Zippy. Except as set forth in Subsection 2.14(d) of the Disclosure Schedule or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth in Subsection 2.14(d) of the Disclosure Schedule, Zippy has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

(e) Except as set forth in Subsection 2.14(e) of the Disclosure Schedule, Zippy has not made any representations regarding equity incentives to any officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Board.

(f) Each former Key Employee whose employment was terminated by Zippy has entered into an agreement with Zippy providing for the full release of any claims against Zippy or any related party arising out of such employment.

(g) Subsection 2.14(g) of the Disclosure Schedule sets forth each employee benefit plan maintained, established or sponsored by Zippy, or which Zippy participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Zippy has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable laws for any such employee benefit plan.

2.15. Tax Returns and Payments. There are no federal, state, county, local or foreign Taxes due and payable by Zippy which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign Taxes of Zippy which are due, whether or not assessed or disputed. There have been no examinations or audits of any Tax Returns or reports by any applicable Governmental Authority. Zippy has duly and timely filed all federal, state, county, local and foreign Tax Returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to Taxes for any year. Zippy has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would reasonably be expected to have a material effect on Zippy, its financial condition, its business as presently conducted or any of its properties or material assets. Zippy has never had any Tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge, in each case the assessment of which would reasonably be expected to have a Material Adverse Effect. Zippy is not a party to any contract and/or has not granted any compensation, equity or award that could be deemed deferred compensation subject to the additional twenty percent (20%) tax under Section 409A of the Code, and neither Zippy nor any person that is a member of the same controlled group as Zippy or under common control with Zippy within the meaning of Section 414 of the Code has any liability or obligation to make any payments or to issue any equity award or bonus that could be deemed deferred compensation subject to the additional twenty percent (20%) tax under Section 409A of the Code. No claim which would reasonably be expected to have a Material Adverse Effect has ever been made in writing by any Governmental Authority in a jurisdiction where Zippy does not file a Tax Return that Zippy may be subject to Taxes assessed by such jurisdiction or Tax Return filing obligations in such jurisdiction. Other than as would not be expected to have a Material Adverse Effect, there is no Tax lien or encumbrance, whether imposed by any Governmental Authority or other Tax authority, outstanding against the assets, properties or business of Zippy. Zippy has established adequate reserves (net of estimated Tax payments already made) for the payment of all Taxes payable in respect of any taxable period. Zippy (i) has not been a member of an affiliated, consolidated, combined, unitary or aggregate group filing a consolidated U.S. federal income Tax Return and (ii) does not have any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any other similar provision of any state, local, or non-U.S. Tax Law), as a transferee or successor, by contract, or otherwise pursuant to applicable Law. Zippy is not a party to or bound by any Tax allocation, Tax sharing or Tax indemnification agreement.

2.16. Insurance. Section 2.16 of the Disclosure Schedule sets forth a complete list of Zippy’s current insurance policies, together with a summary of coverage amounts with regards to each such policy, and each such policy is in full force and effect with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.

2.17. Employee Agreements. Except as set forth in Subsection 2.17 of the Disclosure Schedule, each current and former employee, consultant and officer of Zippy has executed an agreement with Zippy regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for ETHZ (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. Each current and former Key Employee has executed a non-competition and non-solicitation agreement substantially in the form or forms delivered to counsel for ETHZ. Zippy is not aware that any of its Key Employees is in violation of any agreement covered by this Subsection 2.17.

2.18. Permits. Zippy has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect, and Zippy has duly and timely made all filings, applications and registrations with Governmental Authorities that are required in order to permit Zippy to carry on its business as presently conducted (including, without limitation, all those required by any federal, state or foreign Governmental Authority engaged, in whole or in part, in the regulation or oversight of the business of Zippy) (collectively, the “Permits”). Zippy is not in default in any material respect under any of such Permits, and, to Zippy’s knowledge, no suspension or cancellation of any Permit is threatened. All such Permits are current and valid. Zippy has not failed to make any reports, registrations, notifications, disclosures, filings and statements, together with any amendments required to be made with respect thereto, that it has been required to make with any Governmental Authority. Zippy has not received any notice of proceedings relating to the revocation, suspension or modification of any Permit.

2.19. Corporate Documents. The Certificate and Bylaws of Zippy are in the form provided to ETHZ. The copy of the minute books of Zippy provided to ETHZ contains minutes of all meetings of the Board and stockholders of Zippy and all actions by written consent without a meeting by the Board and stockholders of Zippy since the date of incorporation and accurately reflects in all material respects all actions by the Board (and any committee of the Board) and stockholders of Zippy with respect to all transactions referred to in such minutes.

2.20. 83(b) Elections. To Zippy’s knowledge, all elections and notices under Section 83(b) of the Code have been or will be timely filed by all individuals who have acquired unvested shares of Zippy’s Common Stock.

2.21. Qualified Small Business Stock. As of and immediately following the Closing: (i) Zippy will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) Zippy 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 (iii) Zippy’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 Zippy in accordance with Code Section 1202(d)(3); provided, however, that in no event shall Zippy be liable to ETHZ or any other party for any damages arising from any subsequently proven or identified error in Zippy’s determination with respect to the applicability or interpretation of Code Section 1202, unless such determination shall have been given by Zippy in a manner either grossly negligent or fraudulent.

2.22. Disclosure. Zippy has made available to ETHZ all the information reasonably available to Zippy that ETHZ has requested for deciding whether to acquire the Shares, including certain of Zippy’s projections describing its proposed business plan (the “Business Plan”). No representation or warranty of Zippy contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to ETHZ at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business Plan was prepared in good faith; however, Zippy does not warrant that it will achieve any results projected in the Business Plan. It is understood that this representation is qualified by the fact that Zippy has not delivered to ETHZ, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to ETHZ of securities.

2.23. Purchase Entirely for Own Account. Zippy hereby confirms that the ETHZ Common Stock comprising the Stock Consideration to be acquired by Zippy will be acquired for investment for Zippy’s own account, not as a nominee or agent, and not with a view to any distribution prior to the effectiveness of a registration statement covering such ETHZ Common Stock as contemplated by the Registration Rights Agreement. Subject to the foregoing, Zippy has no present intention of selling, granting any participation in, or otherwise distributing the ETHZ Common Stock except in compliance with the Securities Act and applicable state securities laws. By executing this Agreement, Zippy further represents that it 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 ETHZ Common Stock prior to the effectiveness of such registration statement and in any event except as permitted by applicable law and the Registration Rights Agreement. Zippy has not been formed for the specific purpose of acquiring the ETHZ Common Stock.

2.24. Restricted Securities; Additional Securities Representations.

(a) Zippy understands that the ETHZ Common Stock comprising the Stock Consideration has not been 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 Zippy’s representations as expressed herein. Zippy understands that until the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement and the listing of such ETHZ Common Stock on The Nasdaq Capital Market, the shares of ETHZ Common Stock comprising the Stock Consideration are “restricted securities” under applicable U.S. federal and state securities laws.

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

(c) Zippy is aware of, has received and had an opportunity to review (A) (i) ETHZ’s Annual Report on Form 10-K for the year ended December 31, 2024; and (ii) ETHZ’s Quarterly Reports on Form 10-Q and current reports on Form 8-K from January 1, 2025, to the date of Zippy’ 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 ETHZ; (B) has, a reasonable time prior to the date of this Agreement, been given an opportunity to review material contracts and documents of ETHZ and has had an opportunity to ask questions of and receive answers from ETHZ’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 ETHZ or any other person, nor any written representation or assurance from ETHZ; in connection with Zippy’s acceptance of the Securities and investment decision in connection therewith. Zippy 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.

(d) Zippy has such knowledge and experience in financial and business matters such that Zippy is capable of evaluating the merits and risks of an investment in the Stock Consideration and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the Stock Consideration.

(e) Zippy acknowledges that it is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the Stock Consideration, and further acknowledges that ETHZ is entering into this Agreement with Zippy in reliance on this acknowledgment and with Zippy’s understanding, acknowledgment and agreement that ETHZ is privy to material non-public information regarding ETHZ (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Zippy, when making investment disposition decisions, including the decision to enter into this Agreement, and Zippy’s decision to enter into this Agreement is being made with full recognition and acknowledgment that ETHZ is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Zippy. Zippy hereby waives any claim, or potential claim, it has or may have against ETHZ solely relating to ETHZ’s possession of Non-Public Information. For the avoidance of doubt, nothing herein waives or limits any party’s liability under applicable federal or state securities laws or for intentional fraud or willful misconduct. Zippy has specifically requested that ETHZ not provide it with any Non-Public Information, and ETHZ has not provided Zippy with any Non-Public Information in connection with this Agreement. Zippy understands and acknowledges that ETHZ 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 ETHZ in entering into this Agreement.

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

2.25. Legends.

(a) Zippy understands that the ETHZ Common Stock to be received as Stock Consideration shall all contain the following private placement legend:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION UNDER SUCH LAWS. SUCH EXEMPTIONS IMPOSE SUBSTANTIAL RESTRICTIONS ON THE SUBSEQUENT TRANSFER OF SECURITIES SUCH THAT THE HOLDER HEREOF MAY NOT SUBSEQUENTLY RESELL THIS SECURITY UNLESS IT IS SUBSEQUENTLY REGISTERED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

(b) Zippy understands that the Lock-Up Shares shall contain the following legend (the “Contract Legend”):

THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 6.1 OF THE SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF DECEMBER 9, 2025, AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG ZIPPY, INC. AND ETHZILLA CORPORATION, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

2.26. Covered Fund. Zippy (i) is not and never has been classified as a bank, bank holding company, depository institution, depository institution holding company or “covered fund” under the BHCA; (ii) has never formed or acquired any equity interests in any other person or entity, or otherwise effected any transaction, if such formation, acquisition or transaction, as applicable, would require Zippy or any of its subsidiaries to be classified as a bank, bank holding company, depository institution, depository institution holding company or “covered fund” under the BHCA; and (iii) does not engage, and has never engaged, in activities that would require it to register as an investment advisor, broker-dealer, swap execution facility or exchange. For purposes of this Agreement, “BHCA” shall mean the U.S. Bank Holding Company Act of 1956, together with all rules, regulations and interpretations promulgated thereunder, in each case, as amended.

2.27. Anti-Bribery and Anti-Corruption. Neither Zippy nor any of Zippy’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist Zippy or any of its Affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither Zippy nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any Law. Zippy has maintained, and has caused each of its Affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA or any other applicable ABAC Law. Neither Zippy, nor, to Zippy’s knowledge, any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other ABAC Law. For purposes of this Agreement, “ABAC Law” shall mean the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.K. Bribery Act 2010 and any other Law applicable to Zippy or any of its subsidiaries relating to anti-bribery or anti-corruption.

2.28. Data Privacy. In connection with its collection, storage, processing, dissemination, transfer (including, without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, a natural person who is identified, or who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity, or, if different, the meaning given to this term or nearest equivalent term under Data Protection Law (“Data Subject”), or any customers, prospective customers, employees and/or other third parties (collectively, “Personal Information”), Zippy and its Affiliates are and have been, to Zippy’s knowledge, in compliance with all applicable Laws in all relevant jurisdictions, Zippy’s privacy policies and the requirements of any contract or codes of conduct to which Zippy is a party. Zippy and its Affiliates have commercially reasonable physical, technical, organizational and administrative security controls, safeguards, measures and policies in place to maintain and protect (i) all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure, and (ii) the integrity, continuous operation, redundancy and security of all data and Personal Information (including all personal, personally identifiable, sensitive, confidential or regulated data, and any information that can be used, directly or indirectly, alone or in combination with other information, to identify a Data Subject, or if different, the meaning given to this term or nearest equivalent term under Data Protection Law (“Personal Data”)) and information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) used in connection with their businesses. Zippy has maintained, and has caused each of its Affiliates to maintain, systems of internal controls to ensure compliance with all applicable laws in all relevant jurisdictions, Zippy’s privacy policies and the requirements of any contract or codes of conduct to which Zippy is a party. Zippy is and has been, to Zippy’s knowledge, in compliance in all material respects with all laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to (i) the privacy and security of all IT Systems and data (including Personal Data), (ii) the protection of such IT Systems and data (including Personal Data and Personal Information) from unauthorized use, access, misappropriation or modification, and (iii) data loss, theft and breach of security notification obligations.

2.29. Anti-Money Laundering; Sanctions.

(a) Zippy’s operations are and have been conducted at all times in compliance in all material respects with all Anti-Money Laundering Laws and with applicable Sanctions, and no proceeding by or before any Governmental Authority involving Zippy or any of its Affiliates with respect to Anti-Money Laundering Laws is pending or, to Zippy’s knowledge, threatened.

(b) None of Zippy or any of its directors or officers nor, to Zippy’s knowledge, any of its Affiliates, employees, consultants or contractors (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws.

(c) Neither Zippy nor, to Zippy’s knowledge, any of Zippy’s directors, officers, employees or agents is a Sanctioned Person (as defined below). To Zippy’s knowledge, each of Zippy and Zippy’s directors, officers, employees and agents is in compliance in all material respects with, and has not previously violated, any Sanctions or Anti-Money Laundering Laws. None of (i) the purchase and sale of the Shares, (ii) the use of the purchase price for the Shares, (iii) the execution, delivery and performance of this Agreement or any of the other Transaction Agreements or (iv) the consummation of any transactions contemplated hereby or thereby, or the fulfillment of the terms hereof or thereof, will result in a violation by any Person of any Sanctions or of any Anti-Money Laundering Laws. For purposes of this Agreement, a “Sanctioned Person” means any government, country, corporation or other entity, group or individual with whom or which any Sanctions prohibit a U.S. Person from engaging in transactions, and includes without limitation any individual or corporation or other entity that appears on the current OFAC Specially Designated Nationals and Blocked Persons List (the “SDN List”).

(d) None of Zippy and any of its controlled subsidiaries is (i) a Sanctioned Person; (ii) is owned or controlled by any Person located, organized or who is a resident in a country or territory that is, or whose government is, the subject of any Sanctions broadly prohibiting dealings with such country or territory (including, without limitation, the Crimea, the so-called Donbas People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria) (collectively, “Sanctioned Countries” and each a “Sanctioned Country”); or (iii) a Person engaged, directly or indirectly, in any transactions or other activities with or involving any country, territory or Person that is the subject of Sanctions to the extent such activity would be in violation of Sanctions.

(e) Zippy is and has been, in compliance in all material respects with all applicable Laws concerning the exportation and re-exportation by Zippy of its products, technology, technical data, and services, along with any products, technology, technical data and services that Zippy re-sells, if any, including those administered by, without limitation, the U.S. Department of Commerce, including, without limitation, the Export Administration Regulations, and the U.S. Department of State.

(f) For purposes of this Agreement, “Anti-Money Laundering Laws” shall mean all applicable federal, state and foreign anti-money laundering Laws, including, without limitation, the requirements of the USA PATRIOT Act of 2011, the United States Bank Secrecy Act of 1970, the United States Money Laundering Control Act of 1986, and the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder, and “Sanctions” shall mean all applicable sanctions administered or enforced by the United States (including, without limitation, any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union, His Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority.

2.30. No Untrue Representation or Warranty. No representation or warranty contained in this Agreement or any attachment, schedule, exhibit, certificate or instrument furnished to ETHZ by Zippy 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.

3. Representations and Warranties of ETHZ. ETHZ hereby represents and warrants to Zippy that:

3.1. Authorization. ETHZ has full power and authority to enter into the Transaction Agreements. The Transaction Agreements, when executed and delivered by ETHZ, will constitute valid and legally binding obligations of ETHZ, enforceable against ETHZ 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. Issuance of Stock Consideration. The issuance of the ETHZ Common Stock comprising the Stock Consideration has been duly authorized in accordance with ETHZ Organizational Documents. The ETHZ Common Stock comprising the Stock Consideration, when issued and delivered to Zippy in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and free and clear of all Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws, (ii) applicable restrictions under the Securities Act, and (iii) the applicable terms and conditions of ETHZ Organizational Documents.

3.3. Financial Statements; ETHZ SEC Reports. ETHZ has timely filed all ETHZ SEC Reports since January 1, 2024. All such ETHZ SEC Reports filed by ETHZ , at the time filed with the SEC (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the SEC (in the case of registration statements filed under the Securities Act) (taking into account any amendments or supplements thereto filed prior to the date of this Agreement) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. No ETHZ SEC Reports at the time described above (except to the extent corrected or superseded by a subsequent filing prior to the date of this Agreement) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All financial statements contained or incorporated by reference in such ETHZ SEC Reports (as amended, if applicable) complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of ETHZ and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any ETHZ SEC Reports. No subsidiary of ETHZ is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by contract.

3.4. Form S-3. As of the date of this Agreement, ETHZ is eligible to register the resale of the ETHZ Common Stock to be issued as Stock Consideration pursuant to a registration statement on Form S-3 under the Securities Act.

3.5. Purchase Entirely for Own Account. This Agreement is made with ETHZ in reliance upon ETHZ’s representation to Zippy, which by ETHZ’s execution of this Agreement, ETHZ hereby confirms, that the Shares to be acquired by ETHZ will be acquired for investment for ETHZ’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 ETHZ has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, ETHZ further represents that ETHZ 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. ETHZ has not been formed for the specific purpose of acquiring the Shares.

3.6. Disclosure of Information. ETHZ has had an opportunity to discuss Zippy’s business, management, financial affairs and the terms and conditions of the offering of the Shares with Zippy’s management and has had an opportunity to review Zippy’s facilities. The foregoing, however, does not limit or modify the representations and warranties of Zippy in Section 2 of this Agreement or the right of ETHZ to rely thereon.

3.7. Restricted Securities. ETHZ 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 ETHZ’s representations as expressed herein. ETHZ understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, ETHZ must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. ETHZ acknowledges that Zippy has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Third Amended and Restated Investors’ Rights Agreement. ETHZ 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 Zippy which are outside of ETHZ’s control, and which Zippy is under no obligation and may not be able to satisfy.

3.8. No Public Market. ETHZ understands that no public market now exists for the Shares, and that Zippy has made no assurances that a public market will ever exist for the Shares.

3.9. Legends. ETHZ understands that the Shares and any securities issued in respect of or exchange for the Shares, may bear one or all of the following legends:

(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b) Any legend set forth in, or required by, the other Transaction Agreements.

(c) 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.

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

3.11. Capitalization. ETHZ is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The authorized capital stock of the Company consists of 5,000,000,000 shares of ETHZ Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “ETHZ Preferred Stock”). As of December 9, 2025, there were 17,118,491 shares of Common Stock issued and outstanding, no shares of ETHZ Preferred Stock issued and outstanding, and no shares of ETHZ Common Stock held in the treasury of the Company. All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable, and were issued in compliance with applicable federal and state securities laws and, to the extent applicable, the rules of The Nasdaq Capital Market. Except as set forth in the ETHZ’s SEC Reports filed prior to the date of this Agreement, there are no (a) outstanding options, warrants, rights (including rights of first refusal or preemptive rights) or other agreements or commitments of any kind for the issuance, sale, registration or repurchase by the ETHZ of any shares of capital stock or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire, any shares of capital stock of the ETHZ, (b) obligations of the ETHZ to grant, extend, modify or enter into any such option, warrant, right or agreement, or (c) outstanding securities or instruments convertible into or exchangeable for any shares of capital stock of the ETHZ, or that contain anti-dilution or similar adjustment provisions (other than customary adjustments for stock splits, stock dividends and similar transactions). ETHZ has no shareholder rights plan (poison pill) in effect. All outstanding shares of capital stock and all options, warrants and other rights to acquire capital stock were issued in compliance in all material respects with applicable laws and the organizational documents of the ETHZ. There are no liens or encumbrances on any outstanding shares of capital stock of ETHZ other than restrictions imposed by applicable securities laws, the organizational documents of ETHZ or as set forth in the SEC Reports.

3.12. No General Solicitation. Neither ETHZ, 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.

3.13. Residence. ETHZ resides at the office or offices of ETHZ in which its principal place of business is identified in the address or addresses of ETHZ set forth on the signature page hereto.

4. Conditions to ETHZ’s Obligations at Closing. The obligations of ETHZ to purchase Shares at the Closing or any subsequent Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived:

4.1. Representations and Warranties. The representations and warranties of Zippy contained in Section 2 shall be true and correct in all respects as of the Closing and true and correct in all material respects as of any subsequent Closing.

4.2. Performance. Zippy shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Zippy on or before such Closing.

4.3. Compliance Certificate. The Chief Executive Officer of Zippy shall deliver to ETHZ at such Closing a certificate certifying that the conditions specified in Subsections 4.1 and 4.2 have been fulfilled.

4.4. Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of such Closing.

4.5 Board of Directors. As of the Closing, the authorized size of the Board shall be six (6) members, and the Board shall be comprised of the following individuals: Ben Halliday, Jordan Bucy, [***], [***], [***], and the ETHZ Board Representative.

4.6. Indemnification Agreement. Zippy shall have executed and delivered the Indemnification Agreements.

4.7. Third Amended and Restated Investors’ Rights Agreement. Zippy and ETHZ, and the other stockholders of Zippy named as parties thereto shall have executed and delivered the Third Amended and Restated Investors’ Rights Agreement.

4.8. Third Amended and Restated Right of First Refusal and Co-Sale Agreement. Zippy, ETHZ, and the other stockholders of Zippy named as parties thereto shall have executed and delivered the Third Amended and Restated Right of First Refusal and Co-Sale Agreement.

4.9. Third Amended and Restated Voting Agreement. Zippy, ETHZ, and the other stockholders of Zippy named as parties thereto shall have executed and delivered the Third Amended and Restated Voting Agreement.

4.10. Certificate. Zippy shall have filed the Certificate with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

4.11. Secretary’s Certificate. The Secretary of Zippy shall have delivered to ETHZ at the Closing a certificate certifying (i) the Certificate and Bylaws of Zippy as in effect at the Closing, (ii) resolutions of the Board of Zippy approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, (iii) resolutions of the stockholders of Zippy approving the Certificate, and (iv) a certificate of good standing of Zippy within five Business Days of the Closing.

4.12. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to ETHZ, and ETHZ (or its respective counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates, and, if applicable, executed copies of the Secondary Sale Agreements and customary evidence of funding thereunder.

5. Conditions of Zippy’s Obligations at Closing. The obligations of Zippy to sell Shares to ETHZ at the Closing or any subsequent Closing is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

5.1. Representations and Warranties. The representations and warranties of ETHZ contained in Section 3 shall be true and correct in all respects as of such Closing.

5.2. Performance. ETHZ shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before such Closing.

5.3. Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.

5.4. Third Amended and Restated Investors’ Rights Agreement. ETHZ shall have executed and delivered the Third Amended and Restated Investors’ Rights Agreement.

5.5. Third Amended and Restated Right of First Refusal and Co-Sale Agreement. ETHZ and the other stockholders of Zippy named as parties thereto shall have executed and delivered the Third Amended and Restated Right of First Refusal and Co-Sale Agreement.

5.6. Third Amended and Restated Voting Agreement. ETHZ and the other stockholders of Zippy named as parties thereto shall have executed and delivered the Third Amended and Restated Voting Agreement.

5.7. Registration Rights Agreement. ETHZ shall have executed and delivered the Registration Rights Agreement.

5.8. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Zippy, and Zippy (or its respective counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates, and, if applicable, executed copies of the Secondary Sale Agreements and customary evidence of funding thereunder.

5.9. Nasdaq Listing. The Stock Consideration shall have been approved for listing on The Nasdaq Capital Market, subject to notice of issuance.

6. Matters Related to Stock Consideration.

6.1. Lock-Up.

(a) During the period commencing on the date of Closing and continuing until the Final Lock-Up Release Date, Zippy shall not, directly or indirectly, offer, sell, pledge, grant any option to purchase, lend, transfer or otherwise dispose of any of the ETHZ Common Stock received as Stock Consideration at Closing (the “Lock-Up Shares”), except as expressly permitted herein. Such Lock-Up Shares shall be released from the restrictions of this Section 6.1 as follows: (i) twenty-five percent (25%) on the Registration Statement Effectiveness Date, (ii) twenty-five percent (25%) on the one (1) month anniversary of the Registration Statement Effectiveness Date (the “Second Lock-Up Release Date”), (iii) twenty-five percent (25%) on the two (2) month anniversary of the Registration Statement Effectiveness Date, and (iv) twenty-five percent (25%) on the three (3) month anniversary of the Registration Statement Effectiveness Date, (each, a “Lock-Up Release Date”); provided that, if the stock price of ETHZ Common Stock (as listed on The Nasdaq Capital Market) is equal to or greater than the Trigger Per Share Price, then 100% of the Lock-Up Shares shall be released from the restrictions of this Section 6.1 (a “Stock Price Trigger Event”). All Lock-Up Shares shall be released on the date that is the earlier of (A) three (3) months following the Registration Statement Effectiveness Date, (B) the date of the Stock Price Trigger Event or (C) upon a Change of Control (the “Final Lock-Up Release Date”).

(b) Notwithstanding the foregoing, Zippy may transfer Lock-Up Shares (i) to an affiliate of Zippy for bona fide estate planning or intra-group purposes, (ii) by will or the laws of descent and distribution upon the death of Zippy, or (iii) pursuant to a court order or settlement agreement in connection with a divorce; provided that, in each case, the transferee agrees in writing to be bound by the terms of this Section 6.1 and any applicable legends and stop-transfer instructions remain in place until the Lock-Up Shares are released in accordance with the schedule above.

(c) Upon each Lock-Up Release Date, ETHZ shall, within three (3) Business Days, instruct ETHZ’s transfer agent to remove the applicable stop-transfer instructions and legends with respect to the portion of Lock-Up Shares then released. Without limiting the foregoing, ETHZ shall deliver any customary legal opinions of ETHZ’s counsel, transfer agent letters, issuer representation letters or other documentation reasonably required by ETHZ’s transfer agent to remove the Contract Legend. ETHZ shall bear all fees and expenses of ETHZ’s transfer agent and ETHZ’s counsel in connection with such legend removal and related actions. Zippy shall provide any customary representation letter reasonably requested by ETHZ’s transfer agent in connection with such legend removal.

6.2. Midpoint and Final True-Up.

(a) During the Midpoint True-Up Period, Zippy will sell, in one or more transactions, the Midpoint Eligible Shares, subject to applicable securities laws and the Registration Rights Agreement. If the aggregate Gross Proceeds of all Midpoint Eligible Shares sold by Zippy during the Midpoint True-Up Period is less than the Base Amount, ETHZ shall pay the Midpoint Make-Whole Amount to Zippy pursuant to the terms of Section 6.2(b).

(b) Within five (5) Business Days following the Midpoint True-Up Period, Zippy shall deliver to ETHZ a statement (a “Midpoint Make Whole Statement”), which shall provide (i) the sales of Midpoint Eligible Shares made during the Midpoint True-Up Period, (ii) the Gross Proceeds realized therefrom, (iii) the resulting Midpoint Make-Whole Amount, (iv) any reasonably available supporting trade confirmations and broker settlement statements with respect to such sales. ETHZ shall pay the Midpoint Make Whole Amount set forth in a Midpoint Make Whole Statement to Zippy in cash, by wire transfer of immediately available funds, within ten (10) Business Days after receipt of such Midpoint Make Whole Statement.

(c) [Intentionally omitted.]

(d) Within five (5) Business Days following the True-Up Determination Date, Zippy shall deliver to ETHZ a statement (a “Final Make Whole Statement”), which shall provide with reasonable detail the Retained Stock then held by Zippy on the True-Up Determination Date, and detail showing that the Retained Stock has been held by Zippy continuously from the Closing. Zippy and ETHZ shall calculate the Final Make Whole Amount in good faith and in the event any Final Make Whole Amount is due to Zippy, ETHZ shall pay the Final Make Whole Amount to Zippy in cash, by wire transfer of immediately available funds, within ten (10) Business Days after receipt of such Final Make Whole Statement.

(e) Zippy’s right to any Final Make-Whole Amount under this Section 6.2 shall automatically terminate, and be irrevocably forfeited, with respect to any shares of ETHZ Common Stock constituting the Stock Consideration that have been sold or transferred by Zippy after the Closing and prior to the True-Up Determination Date.

6.3. ETHZ Forfeiture on Certain Events.

(a) In the event that (i) ETHZ fails to cause the Registration Statement for the ETHZ Common Stock comprising the Stock Consideration to be filed on or before the Filing Deadline (or such later date as may be provided by Zippy to ETHZ), (ii) the Registration Statement for the ETHZ Common Stock comprising the Stock Consideration fails to be declared effective on or before Effectiveness Deadline (or such later date as may be provided by Zippy to ETHZ) or otherwise has a Maintenance Failure, (iii) ETHZ fails to deliver, credit or grant the ETHZ Common Stock pursuant to the terms of this Agreement and the Registration Rights Agreement, or (iv) ETHZ fails to timely pay any cash amount pursuant to Section 6.2 or Section 6.5 and/or pay the Forfeiture Cash Payment (each, a “ETHZ Forfeiture Event”), then the following shall occur:

(i) Effective immediately (without further action), all governance rights of ETHZ and its Affiliates under Zippy Governing Documents, including, without limitation, the right to appoint a member of the Board, observer, consent, veto or approval rights contained therein, shall be irrevocably forfeited.

Any ETHZ designee then serving on the Board shall be deemed to have resigned as of the date of ETHZ Forfeiture Event; and (ii) ETHZ shall pay the amount of the Forfeiture Make Whole Amount, which obligation may be satisfied, in ETHZ’s discretion (with prior written notice to Zippy of its election), by (A) forfeiture of the Forfeited Shares pursuant to Section 6.3(a)(iii) below or (B) payment to Zippy of the Forfeiture Make Whole Amount in cash by wire transfer of immediately available funds (“Forfeiture Cash Payment”).

(b) In lieu of the Forfeiture Cash Payment, ETHZ may elect to forfeit an amount of the Shares equal to (A) the Forfeiture Make Whole Amount, divided by (B) $6.5403 (such amount of Shares, the “Forfeited Shares”). The Forfeited Shares shall be automatically forfeited and surrendered to Zippy for cancellation for no consideration effective as of the date of ETHZ Forfeiture Event. ETHZ hereby appoints Zippy and its officers as attorney in fact to take actions and execute instruments necessary to effect any forfeiture and cancellation of the Forfeited Shares under this Section 6.3, and ETHZ shall execute and promptly deliver such further documents or instruments as deemed necessary by Zippy to effect the foregoing, including any customary stock powers or other documentation reasonably requested by Zippy. Zippy shall bear all transfer fees and its own legal fees related to such surrender and cancellation. Following such forfeiture and cancellation, ETHZ shall have no further rights with respect to the Forfeited Shares.

(c) Effective upon the earliest of (x) ETHZ’s payment of the Forfeiture Cash Payment pursuant to Section 6.3(a)(ii)(B) or (y) the automatic forfeiture and surrender to Zippy for cancellation of the Forfeited Shares pursuant to Section 6.3(b) (each, a “Forfeiture Settlement”), all ETHZ Common Stock issued as Stock Consideration then held by Zippy (the “Outstanding Stock Consideration”) shall, without further action, be automatically and irrevocably surrendered to ETHZ for cancellation for no consideration and thereupon be cancelled, retired and cease to be outstanding. For the avoidance of doubt, any Stock Consideration disposed of by Zippy before the Forfeiture Settlement shall not constitute Outstanding Stock Consideration. Zippy appoints ETHZ and its transfer agent as attorney-in-fact, coupled with an interest, to take all actions and execute all instruments reasonably necessary or desirable to effect the surrender, cancellation and retirement of the Outstanding Stock Consideration, including book-entry cancellation instructions and removal of any legends or stop-transfer notations. Zippy shall promptly deliver any customary stock powers, medallion guarantees, issuer representation letters or other documentation reasonably requested by ETHZ’s transfer agent. ETHZ shall bear all transfer agent fees and its own legal fees related to such surrender and cancellation. Cancellation under this Section 6.3(c) shall not limit or impair ETHZ’s obligation to pay the Forfeiture Make Whole Amount in cash or to effect the forfeiture of the Forfeited Shares, as applicable, under Section 6.3(a)–(b). Following such cancellation, Zippy shall have no further rights with respect to the Outstanding Stock Consideration (including any rights under Section 6.2 or Section 6.5), except for any cash amounts then due and owing (but unpaid) by ETHZ pursuant to Section 6.2, Section 6.3 or Section 6.5.

6.4. [Intentionally omitted].

6.5. Failure to Register; Liquidated Damages. If (i) the Registration Statement required to be filed, has not been filed by the 30th 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 ETHZ that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date ETHZ 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 ETHZ’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 ETHZ files a post-effective amendment to incorporate ETHZ’s Annual Report on Form 10-K (a “Maintenance Failure”), then, in addition to any other remedies provided in Section 6.3, ETHZ will make pro rata payments to Zippy and 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 (5) Business Days after each such 30 day period following the commencement of the Blackout Period 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 6.5 exceed, in the aggregate, $100,000. Notwithstanding anything in this Section 6.5 to the contrary, during any periods that ETHZ is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities because Zippy and/or any Selling Stockholder fails to furnish information required to be provided pursuant to this Section 6.5 within three (3) Business Days of ETHZ’s request, any liquidated damages that would otherwise accrue as to Zippy or any such Selling Stockholder shall be tolled until such information is delivered to ETHZ. Payments under this Section 6.5 shall be credited against, and shall not be duplicative of, any liquidated damages of the same nature arising solely from the same underlying delay and payable as a consequence of an ETHZ Forfeiture Event under Section 6.3.

7. Covenants.

From and after the date of the Closing and until the thirty-six (36) month anniversary thereof (the “Covenant Termination Date”) (or such other date specifically referenced below), the parties agree as follows:

7.1. Use of Platform. Until the Covenant Termination Date, all blockchain infrastructure, digital asset issuance, and Tokenization related to the operations of Zippy 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 Chattel Mortgages (defined below) shall occur without the prior written consent of ETHZ; provided that ETHZ’s prior written consent to modifications to the blockchain infrastructure shall not be unreasonably withheld, conditioned, or delayed where a financing source requires a change or where maintaining the current status would violate applicable Law or materially jeopardize advance rates, eligibility, or Zippy’s cost of funds. ETHZ shall maintain governance and issuance rights over digital tokens relating to the Chattel Mortgages for treasury management, yield distribution, or collateralization purposes.

7.2. Zippy Loans. Until the Covenant Termination Date, Zippy shall ensure that Zippy Loans, LLC, its wholly-owned subsidiary, uses commercially reasonable efforts to collaborate with ETHZ on the tokenization of up to [***]% of its manufactured home chattel mortgage loans (the “Chattel Mortgages”) and any associated securitizations, where such execution delivers a Gain-on-Sale at or above 104.0% (or an economically equivalent benefit as reasonably mutually agreed by the parties), measured in accordance with industry-standard methodologies. Tokenization efforts shall occur on an ETHZ-approved Ethereum Layer-2 blockchain network specifically designed for such activity; provided that performance is subject to required third-party consents (including warehouse lenders, securitization trustees, take-out investors, servicers, insurers, custodians, trustees, rating agencies, and other financing sources), applicable Law, and existing contractual restrictions; provided further that Zippy will use commercially reasonable efforts to obtain consents and that failure or delay due to non-consent or prohibitions shall not constitute a breach, trigger any remedy, or constitute a default hereunder.

7.3. Blockchain Infrastructure. Until the Covenant Termination Date, (a) Zippy agrees that all blockchain infrastructure, digital asset issuance, and tokenized securitization activities related to its operations or those of its subsidiaries shall be conducted utilizing Satschel Inc. and Liquidity.io, or such other platforms as may be mutually agreed in writing by Zippy and ETHZ; and (b) no modification to Zippy’s or its subsidiaries blockchain infrastructure, tokenization framework, or Layer 2 network design shall occur without the prior written consent of ETHZ; provided that ETHZ’s prior written consent to infrastructure changes shall not be unreasonably withheld, conditioned, or delayed where a financing source requires a change or where maintaining the current status would violate applicable Law or materially jeopardize advance rates, eligibility, or Zippy’s cost of funds.

7.4. Cash Notice; Minimum Cash Requirement. From and after the Closing, and until the date the ETHZ owns less than 25% of the Shares being received pursuant to this Agreement, (a) Zippy shall notify the ETHZ Board Representative within two (2) Business Days if Zippy’s cash on hand decreases below $2,000,000 and (b) without the prior written approval of ETHZ (which shall not be unreasonable withheld, conditioned or delayed), Zippy shall not cause its cash on hand to decrease below $1,000,000.

7.5. Monthly Stock Transaction Report. From the Closing Date until the earlier of (a) the date of an ETHZ Forfeiture Event and (b) the True-Up Determination Date, Zippy shall deliver to ETHZ, no later than five (5) days after the last Trading Day of each calendar month, a written stock transaction report for any sales of shares of ETHZ Common Stock constituting the Stock Consideration for such month. The parties acknowledge that such reports are provided for informational purposes only and shall not require the disclosure of material non-public information.

7.6. Information Rights. For so long as the ETHZ Board Representative is a member of the Zippy Board, such ETHZ Board Representative shall have full information rights as a member of the Board regarding the economic terms of loan sales, to inform its ability to transact, without impeding the marketability, diversification, or growth ofinvstor demand for Zippy-originated loans.

7.7. Loan Purchase Rights and Tokenization. Zippy (and/or its Affiliates) and ETHZ shall use commercially reasonable efforts to enter into a Loan Purchase Rights and Tokenization Agreement and related documentation by January 31, 2026.

7.8. Aggregation Facility. Zippy (and/or its Affiliates) and ETHZ shall use commercially reasonable efforts to enter into a Manufactured Home Chattel Loan Aggregation Facility (the “Aggregation Facility”) and related documentation by January 31, 2026.

7.9. Blockchain Infrastructure Plan. Zippy and ETHZ shall use commercially reasonable efforts to develop a blockchain infrastructure plan, which shall include Satschel Inc. and/or Liquidity.io as the exclusive platform providers for tokenization and securitization of “ETHZ Purchased ZippyMH Loans”. For the avoidance of doubt, such blockchain infrastructure plan shall not require actual production readiness prior to any funding under this Agreement and/or the Aggregation Facility.

7.10. Public Listing or Reverse Merger. From and after the Closing, and until the date the ETHZ owns less than 25% of the Shares being received pursuant to this Agreement, Zippy will not, and will cause its subsidiaries not to, approve or consummate any public listing, initial public offering, direct listing, or reverse merger involving Zippy without the prior approval of the Board.

7.11. Commercial Reasonableness. Each of Zippy and ETHZ shall use commercially reasonable efforts to comply with the covenants applicable to such party set forth in this Section 7; provided, however, that no party shall 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 Section 7 are not intended to prevent Zippy or ETHZ from carrying on its business in the ordinary course or from acting in good faith to address exigent circumstances.

8. Miscellaneous.

8.1. Business Opportunities Waiver. Zippy, on behalf of itself and its Subsidiaries, to the fullest extent permitted by applicable law: (a) acknowledges and affirms that ETHZ and the ETHZ Board Representative (defined above), (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 Zippy and its subsidiaries (and related businesses) that may, are or will be competitive or overlap with, or are complementary to, Zippy’s or any of its subsidiaries’ businesses or that could be suitable for Zippy’s or any of its subsidiaries’ interests, (ii) do business with clients, customers, vendors or lessors of any of Zippy or its Affiliates or any other Person with which any of Zippy 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 8.1, or the nature of ETHZ’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 ETHZ and the ETHZ Board Representative, shall not have any obligation to communicate or offer any Renounced Business Opportunity to Zippy or any of its subsidiaries, and ETHZ and the ETHZ Board Representative, may pursue a Renounced Business Opportunity. Zippy agrees that in the event that ETHZ or any of its officers, directors, employees, partners and agents and/or any ETHZ Board Representative acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (A) ETHZ or the ETHZ Board Representative and (B) Zippy or its subsidiaries, neither the ETHZ, the ETHZ Board Representative, nor any director, officer, employee, partner or agent of ETHZ or the ETHZ Board Representative, shall have any duty to offer or communicate information regarding such corporate opportunity to Zippy 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 Zippy or (y) such Person’s receipt of confidential information of Zippy. The provisions of this Section 8.1 shall be defined herein as the “Business Opportunities Waiver”. The provisions of this Section 8.1 shall survive the Closing and continue to bind Zippy in perpetuity.

8.2. Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of Zippy and ETHZ contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of two years, and shall in no way be effected by any investigation or knowledge of the subject matter thereof made by or on behalf of ETHZ or Zippy.

8.3. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

8.5. Counterparts. This Agreement may be executed in one (1) 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, electronic mail (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.

8.6. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.7. Notices.

(a) General. All notices and other communications given or made pursuant to this Agreement 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 electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after 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 address as set forth on the signature page, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 9.6. If notice is given to Zippy, a copy shall also be sent to Jackson Walker LLP, 2323 Ross Avenue, Suite 600, Dallas, TX 75201, prose@jw.com, Attention: Patrick Rose, IV, if notice is given to ETHZ, a copy shall also be given to such address as set forth on the signature page hereto.

(b) Consent to Electronic Notice. ETHZ consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law, as amended or superseded from time to time (the “DGCL”), by electronic transmission pursuant to Section 232 of the DGCL at the electronic mail address set forth below ETHZ’s name on the signature page hereto, as updated from time to time by notice to Zippy, or as on the books of Zippy. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. ETHZ agrees to promptly notify Zippy of any change in its electronic mail address, and that failure to do so shall not affect the foregoing.

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

8.9. Attorneys’ Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

8.10. Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of Zippy and ETHZ. Any amendment or waiver effected in accordance with this Subsection 9.10 shall be binding upon ETHZ and each transferee of the Shares (or the Common Stock issuable upon conversion thereof), each future holder of all such securities, and Zippy.

8.11. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

8.12. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, 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. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

8.13. Entire Agreement. This Agreement (including the Exhibits hereto), the Certificate and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

8.14. Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, 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 this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. 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 HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO 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.

Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.

8.15. No Commitment for Additional Financing. Zippy acknowledges and agrees that ETHZ has not made any representation, undertaking, commitment or agreement to provide or assist Zippy in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth herein and subject to the conditions set forth herein. In addition, Zippy acknowledges and agrees that (i) no statements, whether written or oral, made by ETHZ or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist Zippy in obtaining any financing or investment, (ii) Zippy shall not rely on any such statement by ETHZ or its representatives and (iii) an obligation, commitment or agreement to provide or assist Zippy in obtaining any financing or investment may only be created by a written agreement, signed by ETHZ and Zippy, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. ETHZ shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in Zippy and shall have no obligation to assist or cooperate with Zippy in obtaining any financing, investment or other assistance.

IN WITNESS WHEREOF, the parties have executed this Series B-3 Preferred Stock Purchase Agreement as of the date first written above.

EXHIBITS

Exhibit 10.1

Execution Version

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 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 ZIPPY 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 Zippy Shares to ETHZilla, free and clear of all liens and encumbrances (other than restrictions due to the fact that the Zippy 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 Zippy Shares from the Seller for a purchase price equal to $6.5403 per Share (the “Purchase Price”).

Section 1.02 Delivery of the Zippy 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 Zippy.

Section 1.03 Effective Date. The “Effective Date” shall be the date of “Closing” as defined in the Series B-3 SPA.

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 Zippy; (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 Zippy is a party or by which any of their respective properties or assets are bound; (c) violate or conflict with Zippy’s Fifth Amended and Restated Certificate of Incorporation (the “Charter”), Zippy’s bylaws (the “Bylaws) or other organizational documents of Zippy; (d) result in the creation, imposition or enforcement of any lien, encumbrance, security interest, or other adverse claim upon any of the Zippy 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 Zippy Shares. The Seller is the sole record and beneficial owner of the Zippy 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, other than the Investment Documents (as defined below). 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, other than the Investment Documents. 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”), other than the Investment Documents, 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 Series B-3 SPA. Seller agrees and confirms that ETHZilla has provided the Seller registration rights as set forth in that certain Registration Rights Agreement by and among Zippy, ETHZilla, Seller, and ______ dated as of the date hereof (the “Registration Rights Agreement”), as described in Section 4.01 hereof. In consideration therefore, Seller agrees to be bound by all of the terms of the Series B-3 SPA which apply to Selling Stockholders (as defined in the Series B-3 SPA), including, but not limited to, Section 6.5 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, and ETHZilla has not provided Seller with any Non-Public Information in connection with this Agreement. 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; and

(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; (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.’’

(o) Seller understands that the Lock-Up Shares shall contain the following legend (the “Contract Legend”):

“THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 6.1 OF THE SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF DECEMBER 9, 2025, AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG ZIPPY, INC. AND ETHZILLA CORPORATION, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.”

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 Zippy 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. 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 recognizes that there is no established trading market for the Zippy Shares and it is extremely unlikely that any public market for the Zippy Shares will develop.

Section 3.06 Purchase for Own Account. ETHZilla is purchasing the Zippy Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. ETHZilla acknowledges that the Zippy Shares are not registered under the Securities Act, or any state securities laws, and that the Zippy Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to any applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 3.07 Bad Actor Status. ETHZilla is not subject to any “bad actor” disqualifying events as set forth in Rule 506(d) of Regulation D promulgated under the Securities Act.

Section 3.08 Capitalization. ETHZilla is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The authorized capital stock of the ETHZilla consists of 5,000,000,000 shares of ETHZ Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “ETHZilla Preferred Stock”). As of December 9, 2025, there were 17,118,491 shares of Common Stock issued and outstanding, no shares of ETHZilla Preferred Stock issued and outstanding, and no shares of ETHZilla Common Stock held in the treasury of ETHZilla. All outstanding shares of capital stock of ETHZilla have been duly authorized and validly issued and are fully paid and non-assessable, and were issued in compliance with applicable federal and state securities laws and, to the extent applicable, the rules of The Nasdaq Capital Market. Except as set forth in the ETHZilla’s SEC Reports filed prior to the date of this Agreement, there are no (a) outstanding options, warrants, rights (including rights of first refusal or preemptive rights) or other agreements or commitments of any kind for the issuance, sale, registration or repurchase by the ETHZilla of any shares of capital stock or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire, any shares of capital stock of the ETHZilla, (b) obligations of the ETHZilla to grant, extend, modify or enter into any such option, warrant, right or agreement, or (c) outstanding securities or instruments convertible into or exchangeable for any shares of capital stock of the ETHZilla, or that contain anti-dilution or similar adjustment provisions (other than customary adjustments for stock splits, stock dividends and similar transactions). ETHZilla has no shareholder rights plan (poison pill) in effect. All outstanding shares of capital stock and all options, warrants and other rights to acquire capital stock were issued in compliance in all material respects with applicable laws and the organizational documents of the ETHZilla. There are no liens or encumbrances on any outstanding shares of capital stock of ETHZilla other than restrictions imposed by applicable securities laws, the organizational documents of ETHZilla or as set forth in the SEC Reports.

Section 3.09 Investor Documents. ETHZilla understands and agrees that the Zippy Shares are bound by (i) that certain Third Amended and Restated Investors’ Rights Agreement, dated as of the date hereof (the “Investors’ Rights Agreement”), which contains certain provisions governing, among other things, the transfer and registration of the Zippy Shares, (ii) that certain Third Amended and Restated Voting Agreement, dated as of the date hereof (the “Voting Agreement”), which contains certain provisions governing, among other things, the voting of the Zippy Shares, (iii) that certain Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof (the “ROFR and Co-Sale Agreement,” and, collectively with the Investors’ Rights Agreement and the Voting Agreement, the “Investor Agreements”), which contains certain provisions governing, among other things, the transfer of the Zippy Shares, (iv) the Charter and (v) the Bylaws ( collectively with the Charter and the Investor Agreements, the “Investment Documents”). ETHZilla acknowledges that it has carefully read each of the Investment Documents and understands the terms and conditions thereof. As a condition to receiving the Zippy Shares, ETHZilla acknowledges that if it is not already a party to the Investor Agreements, it must deliver a joinder to the Investor Agreements agreeing to be bound thereby to Zippy.

Section 3.10 Restrictions on Transfer. ETHZilla understands and agrees that the Zippy Shares must be held indefinitely unless they are subsequently registered under the Securities Act and, where required, under the laws of other applicable jurisdictions, or unless an exemption from registration is available. Even if such an exemption is available, ETHZilla understands and agrees that the Zippy Shares may not be offered, sold, pledged or otherwise transferred, encumbered or disposed of (collectively, a “Transfer”) except in accordance with the provisions of the Investment Documents. ETHZilla will not Transfer the Zippy Shares (in whole or in part) or any interest therein in contravention of any applicable state, federal and/or foreign laws. ETHZilla acknowledges and agrees that any certificates or book-entry records representing the Zippy Shares shall contain a restrictive legend to such effect in substantially the following form:

‘‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.’’

ARTICLE IV. REGISTRATION RIGHTS

Section 4.01 Registration Rights. Seller shall be deemed a Selling Stockholder under the Series B-3 SPA and a Holder under the Registration Rights Agreement, for all purposes, and shall have the rights of a Selling Stockholder and Holder, as applicable, as set forth therein.

Section 4.02 Lock-Up.

(a) During the period commencing on the date of Closing and continuing until the Final Lock-Up Release Date, Seller shall not, directly or indirectly, offer, sell, pledge, grant any option to purchase, lend, transfer or otherwise dispose of any of the ETHZilla Shares (the “Lock-Up Shares”), except as expressly permitted herein. Such Lock-Up Shares shall be released from the restrictions of this Section 4.02 as follows: (i) fifty percent (50%) on the Registration Statement Effectiveness Date (as defined in the Series B-3 SPA) and (ii) fifty percent (50%) on the six (6) month anniversary of the Registration Statement Effectiveness Date, (each, a “Lock-Up Release Date”); provided that, if the stock price of ETHZ Common Stock (as listed on The Nasdaq Capital Market) is equal to or greater than the Trigger Per Share Price (as defined in the Series B-3 SPA), then 100% of the Lock-Up Shares shall be released from the restrictions of this Section 4.02 (a “Stock Price Trigger Event”). All Lock-Up Shares shall be released on the date that is the earlier of (A) six (6) months following the Registration Statement Effectiveness Date, (B) the date of the Stock Price Trigger Event or (C) upon a Change of Control (as defined in the Series B-3 SPA).

(b) Notwithstanding the foregoing, Seller may transfer Lock-Up Shares (i) to an affiliate of Seller for bona fide estate planning or intra-group purposes, (ii) by will or the laws of descent and distribution upon the death of Seller, or (iii) pursuant to a court order or settlement agreement in connection with a divorce; provided that, in each case, the transferee agrees in writing to be bound by the terms of this Section 4.02 and any applicable legends and stop-transfer instructions remain in place until the Lock-Up Shares are released in accordance with the schedule above.

(c) Upon each Lock-Up Release Date, ETHZilla shall, within three (3) Business Days, instruct ETHZilla’s transfer agent to remove the applicable stop-transfer instructions and legends with respect to the portion of Lock-Up Shares then released. Without limiting the foregoing, ETHZilla shall deliver any customary legal opinions of ETHZillas’s counsel, transfer agent letters, issuer representation letters or other documentation reasonably required by ETHZilla’s transfer agent to remove the Contract Legend. ETHZillas shall bear all fees and expenses of ETHZilla’s transfer agent and ETHZilla’s counsel in connection with such legend removal and related actions.

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 Zippy 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 Joinders. Immediately following the Closing, to the extent that Buyer is not already a party to each agreement, Buyer shall deliver to Zippy a joinder to the Investors’ Rights Agreement, in the form attached hereto as Exhibit C, a joinder to the Voting Agreement, in the form attached hereto as Exhibit D, and a joinder to the ROFR and Co-Sale Agreement, in the form attached hereto as Exhibit E.

ARTICLE VI. MISCELLANEOUS

Section 6.01 Notices.

(a) General. All notices and other communications given or made pursuant to this Agreement 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 electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after 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 address as set forth on the signature page, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.01. If notice is given to Seller, a copy shall also be sent to Jackson Walker LLP Attn: Patrick Rose IV, 2323 Ross Ave. Suite 600, Dallas, TX 75201, if notice is given to ETHZilla, a copy shall also be given to such address as set forth on the signature page hereto.

(b) Consent to Electronic Notice. ETHZilla consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law, as amended or superseded from time to time (the “DGCL”), by electronic transmission pursuant to Section 232 of the DGCL at the electronic mail address set forth below ETHZilla’s name on the signature page hereto, as updated from time to time by notice to Seller, or as on the books of Seller. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. ETHZilla agrees to promptly notify Seller of any change in its electronic mail address, and that failure to do so shall not affect the foregoing.

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 Zippy 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)

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(b) The Parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, 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 this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. 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 HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO 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.

Each of the Parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.

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. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

Section 6.09 Entire Agreement. This Agreement (including the Exhibits hereto), the Series B-3 SPA, and the Registration Rights Agreement constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

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 may be executed in one (1) 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, electronic mail (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.

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.

“BUYER”

ETHZilla Corporation

_____________________________

McAndrew Rudisill

Chief Executive Officer

Address: ETHZilla Corporation

2875 South Ocean Blvd, Suite 200

Palm Beach, FL 33480

McAndrew Rudisill,

Chief Executive Officer

Email: mcandrew@ethzilla.com

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: dloev@loevlaw.com; and john@loevlaw.com

Exhibit 10.2

Execution Version

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.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is entered into as of December 9, 2025 by and between ETHZilla Corporation, a Delaware corporation (“ETHZ”), and Zippy, Inc., a Delaware corporation (“Zippy”) and each of [***] and [***] (“[***]” and together with [***], the “Selling Stockholders”) (together with Zippy, each a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings ascribed in that certain Series B-3 Preferred Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”).

In consideration of the mutual covenants set forth herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ETHZ and Zippy agree as follows:

1. Certain Definitions

As used in this Agreement:

“Affiliate” has the meaning set forth in the Purchase Agreement.

“Business Day” means any day, other than a Saturday, Sunday or federal holiday, on which commercial banks in New York, New York are generally open for business. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Holder” means Zippy, [***].

“Prospectus” means the prospectus included in a Registration Statement (including any preliminary prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A, 430B or 430C under the Securities Act), and any amendment or supplement thereto (including any free writing prospectus).

“Registrable Securities” means the shares of ETHZ Common Stock received by any Holder, together with any securities issued or issuable with respect to such shares by way of stock split, stock dividend, distribution, exchange, recapitalization, merger, consolidation, or reorganization; provided that such securities cease to be Registrable Securities when (i) sold pursuant to an effective Registration Statement, (ii) sold pursuant to Rule 144, or (iii) they may be sold by a Holder without restriction or volume limitation under Rule 144 (and without current public information requirements) as evidenced by a written opinion of counsel reasonably satisfactory to ETHZ’s transfer agent.

“Registration Expenses” has the meaning set forth in Section 6.

“Registration Statement” means any registration statement of ETHZ filed under the Securities Act, including a shelf registration statement on Form S-3 (or Form S-3ASR, if eligible), registering the resale of Registrable Securities, including the Prospectus contained therein, all amendments and supplements thereto and all exhibits and documents incorporated by reference.

“Rule 144,” “Rule 415,” and “Rule 462(e)” mean such rules promulgated under the Securities Act.

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

“Secondary Sale Agreements” has the meaning set forth in the Purchase Agreement.

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

“Transfer Agent” means ETHZ’s transfer agent and registrar with respect to the ETHZ Common Stock.

2. Mandatory Registration; Effectiveness;

2.1 Filing Deadline; Form. ETHZ shall, as soon as practicable and in any event no later than the 30th calendar days following the Closing (or, if such date is not a Business Day, the next Business Day thereafter), prepare and file with the SEC a Registration Statement covering the resale, on a continuous basis under Rule 415, of all Registrable Securities then outstanding (the “Initial Registration Statement”). If ETHZ is eligible to register the resale of the Registrable Securities on Form S-3 (including an automatic shelf registration statement on Form S-3ASR), the Initial Registration Statement shall be on Form S-3 (or Form S-3ASR). If ETHZ is not then S-3 eligible, ETHZ shall file on Form S-1 and, promptly upon becoming S-3 eligible, shall file a post-effective amendment or new shelf on Form S-3 to replace the Form S-1 and transition the resale to Form S-3.

2.2 Effectiveness Deadline; Automatic Shelf. ETHZ shall use its commercially reasonable efforts to cause the Initial Registration Statement to be declared effective by the SEC as promptly as practicable and in any event by the earlier of (a) the 120th calendar day following the initial filing date of the Registration Statement if the SEC notifies ETHZ that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date ETHZ 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. If ETHZ is eligible to use an automatic shelf registration statement, ETHZ shall file an automatic shelf and such Registration Statement shall be effective upon filing pursuant to Rule 462(e).

2.3 Continuous Effectiveness. ETHZ shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act and usable for resale of Registrable Securities at all times until the earliest to occur of: (i) the date on which all Registrable Securities have been sold thereunder; and (ii) the date on which all Registrable Securities may be sold by a Holder without registration pursuant to Rule 144 without volume or manner-of-sale limitations and without current public information requirements, as evidenced by a written opinion of counsel reasonably satisfactory to ETHZ and the Transfer Agent.

3. Registration Procedures; Suspension; Cooperation

3.1 Registration Procedures. In connection with ETHZ’s obligations under Section 2, ETHZ shall:

(a) prepare and file the Registration Statement and such amendments and supplements as may be necessary to keep it effective and compliant as required herein;

(b) furnish to the Holders, without charge, copies of the Registration Statement and each amendment and supplement thereto (including all documents incorporated or deemed incorporated therein by reference) and any correspondence from or to the SEC relating thereto, in each case reasonably in advance of filing to the extent reasonably practicable; (c) notify the Holders (i) of the filing and effectiveness of a Registration Statement and any post-effective amendment, (ii) of any stop order or suspension of effectiveness, or initiation or threat of any related proceeding, and (iii) when the Prospectus or any amendment or supplement thereto has been filed;

(d) use commercially reasonable efforts to prevent or obtain the withdrawal of any stop order or suspension of the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Prospectus;

(e) promptly prepare and file any required supplement or amendment to the Registration Statement or Prospectus, including to correct any untrue statement or omission of a material fact, and furnish the Holders a reasonable opportunity to review and comment thereon;

(f) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Holders reasonably requests, and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders to consummate the disposition of such Registrable Securities in such jurisdictions; provided, ETHZ shall not be required to qualify to do business or to file a general consent to service of process in any jurisdiction where it would not otherwise be required;

(g) cooperate with the Holders and the managing underwriters (if any) to facilitate the timely preparation and delivery of certificates or book-entry positions representing Registrable Securities to be sold, not bearing any restrictive legend (subject to Section 5), and in such denominations and registered in such names as the Holders or managing underwriters may request;

(h) make available for inspection by the Holders, their counsel, and any underwriter participating in any disposition of Registrable Securities pursuant to a Registration Statement, such financial and other records, corporate documents and properties of ETHZ, and cause ETHZ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such person, as shall be necessary to conduct a reasonable investigation within the meaning of the Securities Act; and

(i) cause all Registrable Securities covered by the Registration Statement to be listed on The Nasdaq Capital Market (or such other national securities exchange on which ETHZ Common Stock is then listed) and to maintain such listing.

3.2 Permitted Suspension. ETHZ may, upon written notice to the Holders, suspend the availability of a Registration Statement and the use of any related Prospectus for up to sixty (60) days in any twelve (12)-month period in the aggregate, if ETHZ reasonably determines in good faith that (i) it would be required to disclose material non-public information that ETHZ has a bona fide business purpose to keep confidential and disclosure of which would be materially detrimental to ETHZ, or (ii) such suspension is necessary to comply with applicable law; provided, that ETHZ shall use commercially reasonable efforts to terminate any such suspension as promptly as practicable.

3.3 Cooperation by Holders. The Holders shall furnish to ETHZ such information regarding the Holder and the distribution of the Registrable Securities as ETHZ reasonably requests and as shall be required in connection with any registration, qualification or compliance referred to herein. The Holders agree to use commercially reasonable efforts to discontinue disposition of Registrable Securities pursuant to a Registration Statement and Prospectus upon receipt of written notice from ETHZ of any event described in Section 3.1(d) or Section 3.2 until the Holders’ receipt of copies of a supplemented or amended Prospectus or further notice from ETHZ that use of the Prospectus may be resumed.

4. Transfer Agent Instructions; Removal of Legends

4.1 Transfer Agent Instructions. ETHZ shall, and shall cause the Transfer Agent to, act in accordance with this Agreement and any customary instructions provided by ETHZ’s counsel to give effect to the resale of the Registrable Securities under an effective Registration Statement or in compliance with Rule 144. ETHZ shall bear all fees of the Transfer Agent in connection with the removal of legends and the processing of transfers of Registrable Securities in accordance herewith.

4.2 Removal of Legends. ETHZ shall cause restrictive legends to be removed from book entries or certificates representing Registrable Securities (and any stop transfer instructions to be terminated) promptly, and in any event within three (3) Business Days, (i) upon the effectiveness of the Registration Statement and, with respect to Lock-Up Shares, upon any applicable Lock-Up Release Date in accordance with Section 6.1(c) of the Purchase Agreement, and (ii) at such time as such securities may be sold by the Holders under Rule 144 without volume or manner-of-sale limitations and without current public information requirements, upon receipt of customary documentation (including an opinion of counsel reasonably satisfactory to the Transfer Agent). ETHZ shall instruct the Transfer Agent to accept and rely upon any such opinion from ETHZ’s counsel.

5. Lock-Up Coordination

The parties acknowledge (i) with respect to Zippy, the Lock-Up and release schedule set forth in Section 6.1 of the Purchase Agreement and (ii) with respect to the Selling Stockholders, the Lock-Up and release schedule set forth in Section 4.02 of the Secondary Sale Agreements. ETHZ shall take all actions reasonably necessary to give effect to the release of the respective Lock-Up Shares on each Lock-Up Release Date, including timely delivery of legal opinions and instructions to the Transfer Agent as provided in Section 6.1(c) of the Purchase Agreement and Section 4.02(c) of the Secondary Sale Agreements.

6. Registration Expenses

All fees and expenses incident to ETHZ’s performance of or compliance with this Agreement shall be borne by ETHZ, whether or not any Registration Statement becomes effective, including: (i) all registration, filing, listing and qualification fees (including SEC, FINRA and exchange fees), (ii) printing expenses, (iii) fees and disbursements of counsel for ETHZ, (iv) blue sky fees and expenses, (v) the fees and expenses of ETHZ’s independent registered public accounting firm (including comfort letters), and (vi) Transfer Agent and registrar fees. The Holders shall bear selling commissions and discounts applicable to sales of Registrable Securities by the Holders.

7. Rule 144 Compliance

7.1 With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a holder to sell securities of ETHZ to the public without registration, ETHZ shall: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the Initial Registration Statement is declared effective by the SEC (the “Registration Date”); (b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of ETHZ under the Securities Act and the Exchange Act, at any time after the Registration Date; and (c) furnish to Holders so long as the Holders owns Registrable Securities, promptly upon request, a written statement by ETHZ as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ETHZ, and such other reports and documents so filed or furnished by ETHZ as the Holders may reasonably request in connection with the sale of Registrable Securities without registration.

8. Indemnification and Contribution

8.1 ETHZ Indemnification. ETHZ shall indemnify and hold harmless the Holders, its Affiliates, partners, members, officers, directors, employees, agents and any underwriter (and each person who controls any of the foregoing within the meaning of the Securities Act or the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, or any amendment or supplement thereto, or any free writing prospectus related thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that the same are based upon information furnished in writing to ETHZ by or on behalf of the Holder or such underwriter expressly for use therein.

8.2 Holder Indemnification. The Holders shall indemnify and hold harmless ETHZ, its directors and officers, and each person who controls ETHZ within the meaning of the Securities Act or the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or 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, to the extent (and only to the extent) such statement or omission was made in reliance upon and in conformity with written information furnished by the Holders expressly for use therein; provided that the Holders’ aggregate liability under this Section 8.2 shall not exceed the net proceeds received by the Holders from the sale of Registrable Securities giving rise to such indemnification.

8.3 Procedures. Any party entitled to indemnification shall give prompt written notice to the indemnifying party of any claim or action for which indemnification is sought; provided that failure to provide such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it is actually prejudiced thereby. The indemnifying party shall assume the defense of such claim with counsel reasonably satisfactory to the indemnified party, and the indemnified party may participate at its own expense with its own counsel. No indemnifying party shall consent to the entry of any judgment or settle any claim without the written consent of the indemnified party unless such settlement includes an unconditional release of the indemnified party.

8.4 Contribution. If the indemnification provided for in this Section 8 is unavailable or insufficient, then the indemnifying party shall contribute to the amount paid or payable as a result of such losses in such proportion as is appropriate to reflect the relative fault of the parties and any other relevant equitable considerations, subject to the limitations set forth in Section 8.2.

9. Liquidated Damages; Forfeiture

9.1 The parties agree that the liquidated damages mechanics, payment timing, interest, caps, tolling, and related remedies set forth in Section 6.5 of the Purchase Agreement are hereby incorporated by reference into, and made a part of, this Agreement and shall apply to any failure by ETHZ to satisfy its registration-related obligations under this Agreement, mutatis mutandis.

9.2 The parties also agree that the remedies set forth in Section 6.3(a) of the Purchase Agreement are hereby incorporated by reference into, and made a part of, this Agreement and shall apply, mutatis mutandis, to any breach or failure by ETHZ to comply with its obligations under this Agreement (including any Filing Failure, Effectiveness Failure or Maintenance Failure). For purposes of applying Section 6.3(a) pursuant to this Section 9.4, (a) references to the “Company” shall be to ETHZ, (b) references to the “Investor” shall be to each Holder, (c) references to “this Agreement” or to registration-related covenants under the Purchase Agreement shall be to this Agreement and the registration-related covenants set forth herein, and (d) any amounts or remedies that Section 6.3(a) provides are payable or available “to the Investor” shall be payable or available to the Holders then holding Registrable Securities, as their interests may appear.

10. Miscellaneous

10.1 Termination. ETHZ’s obligations under this Agreement with respect to the Registrable Securities shall terminate upon the earliest of: (i) the sale of all Registrable Securities under a Registration Statement, (ii) the date on which all Registrable Securities cease to be Registrable Securities, and (iii) mutual written agreement of ETHZ and the Holders.

10.2 Notices. All notices and other communications hereunder shall be given in the manner set forth in Section 7.6 of the Purchase Agreement.

10.3 Amendments and Waivers. No provision hereof may be amended, modified or waived except by a written instrument signed by ETHZ and Holders representing a majority of the then-outstanding Registrable Securities; provided that any amendment or waiver that materially and adversely affects a Holder in a manner disproportionate to the other Holders shall also require the written consent of such adversely affected Holder.

10.4 Governing Law; Jurisdiction; Jury Waiver. This Agreement shall be governed by Delaware law. The jurisdiction, venue and jury trial waiver provisions of Section 7.13 of the Purchase Agreement are incorporated herein by reference.

10.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by electronic signature and PDF), each of which shall be deemed an original and all of which shall constitute one and the same instrument.

10.6 Entire Agreement. This Agreement, together with the Purchase Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings.

10.7 Severability. If any provision hereof is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.8 Assignment; Permitted Transferees.

(a) Each Holder may assign its rights hereunder to any Affiliate or other transferee of Registrable Securities who agrees in writing to be bound by this Agreement; provided that no assignment shall relieve the assigning Holder of its obligations hereunder unless expressly released in writing by ETHZ.

(b) ETHZ may not assign its obligations hereunder without the prior written consent of Holders representing a majority of the then-outstanding Registrable Securities; provided that ETHZ may assign this Agreement in connection with a merger, consolidation or sale of substantially all of its assets, so long as the surviving or acquiring person expressly assumes in writing all of ETHZ’s obligations hereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

Exhibit 10.3

Execution Version

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.

ZIPPY, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

TABLE OF CONTENTS

Schedule A - Schedule of Investors

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Schedule B - Schedule of Key Holders THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 9, 2025, by and among Zippy, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder,” and any additional Investor that becomes a party to this Agreement in accordance with Section 6.9 of this Agreement.

RECITALS

WHEREAS, the Company, certain of the existing Investors (the “Existing Investors”), and the Key Holders entered a Second Amended and Restated Investors’ Rights Agreement dated September 27, 2024 (the “Prior Agreement”);

WHEREAS, the Key Holders, the Existing Investors and the Company desire to induce ETHZ to purchase shares of Series B-3 Preferred Stock of the Company, par value $0.000001 per share (“Series B-3 Preferred Stock”), pursuant to that certain Series B-3 Preferred Stock Purchase Agreement dated as of the date hereof by and among the Company and ETHZ (the “Purchase Agreement”), by amending and restating the Prior Agreement to provide the Investors with the rights and privileges as set forth herein.

NOW, THEREFORE, the Company, the Investors, including the Major Investors and the Key Holders, each hereby agree to amend and restate the Prior Agreement in its entirety as set forth herein, and the parties hereto further agree as follows:

1. Definitions. For purposes of this Agreement:

1.1 “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 other investment fund now or hereafter existing that is controlled by one or more general partners, managing members of, or shares the same management company with, such Person. For purposes of this Agreement, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling,” “controlled by” and “under common control with” shall have meanings correlative to the foregoing.

1.2 “Board” means the board of directors of the Company.

1.3 “Common Stock” means shares of the Company’s common stock, par value $0.000001 per share.

1.4 “Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in a business that competes with the Company, but shall not include (a) any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than ten percent (10%) of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of any Competitor, and (b) [***].

1.5 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an 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 (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.6 “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.

1.7 “ETHZ” means ETHZilla Corporation, a Delaware corporation, together with its Affiliates, successors and assigns.

1.8 “ETHZ B Director” means a director of the Company that the holders of record of the Series B-3 Preferred Stock are entitled to elect pursuant to the Restated Certificate and the Third Amended and Restated Voting Agreement.

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

1.10 “Excluded Registration” means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.11 “[***]” means [***], together with its Affiliates, successors and assigns.

1.12 “[***] B Director” means a director of the Company that the holders of record of the Series B-1 Preferred Stock and Series B-2 Preferred Stock are entitled to elect pursuant to the Restated Certificate and the Third Amended and Restated Voting Agreement.

1.13 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.14 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

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

1.16 “Holder” means any holder of Registrable Securities who is a party to this Agreement.

1.17 “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, or member of the same household, including, adoptive relationships, life partners and any other natural person recognized under the applicable domestic relations statutes of a natural person referred to herein.

1.18 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

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

1.20 “Key Holder Registrable Securities” means (i) the shares of Common Stock held by the Key Holders, and (ii) 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 such shares.

1.21 “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least: (i) an aggregate amount of [***] shares of Series Seed Preferred and/or Series A Preferred Stock (ii) [***] shares of Series B-1 Preferred Stock and/or Series B-2 Preferred Stock or (iii) [***] shares of Series B-3 Preferred Stock (in each case as adjusted for any stock split, reverse stock split, stock dividend, combination, substitution, or other recapitalization or reclassification effected after the date hereof).

1.22 “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.

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

1.24 “Preferred Director” means any director of the Company that the holders of record of the Preferred Stock are entitled to elect, exclusively as a separate class, pursuant to the Restated Certificate.

1.25  “Preferred Stock” means shares of Preferred Stock of the Company, par value $0.000001 per share, including each series thereof, and any additional series of Preferred Stock of the Company authorized from and after the date hereof.

1.26 “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 or exercise of any other securities of the Company, acquired by the Investors after the date hereof; (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 in clauses (i) and (ii) above; and (iv) the Key Holder Registerable Securities, provided, however, that a Key Holder shall not participate as an Initiating Holder pursuant to Subsection 2.1 and provided, further, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders of the purposes of Subsections 2.10, 3.1, 3.2 and 6.6 and Section 4 of this Agreement; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned under Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated under Subsection 2.13 of this Agreement.

1.27 “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding 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.

1.28 “Restated Certificate” means the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended and restated from time to time.

1.29 “Restricted Securities” means the securities of the Company required to bear the legend set forth in Subsection 2.12(b) hereof.

1.30 “SEC” means the Securities and Exchange Commission.

1.31 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.32 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

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

1.34 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

1.35 “Series A Director” means the director of the Company that the holders of record of the Series A Preferred Stock are entitled to elect pursuant to the Restated Certificate and the Third Amended and Restated Voting Agreement (as defined in the Purchase Agreement).

1.36 “Series A Preferred Stock” means collectively, shares of Series A-1 Preferred Stock of the Company, par value $0.000001 per share, and shares of Series A-2 Preferred Stock of the Company, par value $0.000001 per share.

1.37 “Series B Preferred Stock” means collectively, shares of Series B-1 Preferred Stock of the Company, par value $0.000001 per share, shares of Series B-2 Preferred Stock of the Company, par value $0.000001 per share, and shares of Series B-3 Preferred Stock of the Company, par value $0.000001 per share.

1.38 “Series Seed Preferred Stock” means shares of Series Seed Preferred Stock of the Company, par value $0.000001 per share.

2. Registration Rights. The Company covenants and agrees as follows:

2.1 Demand Registration.

(a) Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Preferred Stock then outstanding (or Common Stock issuable upon conversion thereof) that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(c) and Subsection 2.3.

(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least thirty percent (30%) of the Preferred Stock then outstanding (or Common Stock issuable upon conversion thereof) that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(c) and Subsection 2.3.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred twenty (120) day period other than an Excluded Registration.

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected one registration pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(d).

2.2 Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

2.3 Underwriting Requirements.

(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Subsection 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their reasonable discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c) For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration; (b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided, that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to this Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed one hundred thousand dollars ($100,000), of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration by any such Holder, underwriter, controlling Person or other aforementioned Person unless such Holder, underwriter controlling Person or other aforementioned Person furnished in writing to the Company an explicit notice particularly identifying the incorrect or misleading information at least two (2) business days prior to the filing of any such registration statement, amendment or supplement thereto or other document or supplemental information expressly for use in such registration statement or other document or supplement which corrected or made not misleading information previously furnished to the Company, and the Company failed to include such information therein.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder; and, provided further, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to the extent that such Holder has furnished in writing to the Company an explicit notice particularly identifying the incorrect or misleading information at least two (2) business days prior to the filing of any such registration statement, amendment or supplement thereto, or other document or supplemental information which corrected or made not misleading information previously furnished to the Company, and the Company failed to include such information therein

(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one (1) separate 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 differing interests between such indemnified party and any other party represented by such counsel in such action.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 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 that this Subsection provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided, further, that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

(e) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include, or (ii) allow such holder to initiate a demand for registration of any securities held by such holder; provided, that this limitation shall not apply to any Registrable Securities acquired by any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.

2.11 “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 shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (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 (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), 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 shares of 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 Subsection 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, 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 two percent (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 Subsection 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. 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 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

2.12 Restrictions on Transfer.

(a) The Preferred Stock and the Registrable 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 this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

(b) Each certificate, instrument or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be stamped or otherwise notated with a legend 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 SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12.

(c) The Holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. 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 (i) 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; (ii) 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 (iii) 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 (x) in any transaction in compliance with SEC Rule 144 or (y) 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 Subsection 2.12. Each certificate, instrument or book entry evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate, instrument, or book entry shall not bear 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.

2.13 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:

(a) the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate;

(b) with respect to any Holder, such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and

(c) the fifth (5th) anniversary of the IPO.

3. Information Rights.

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

(a) as soon as practicable, but in any event within one hundred twenty (120) days, after the end of each fiscal year of the Company, unaudited statements of income and cash flows for such year, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such year (collectively, the “Annual Financial Reports”);

(b) as soon as practicable, but in any event within forty-five (45) days, after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter;

(c) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company;

(d) at such Major Investor’s request, as soon as practicable, but in any event within thirty (30) days, after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month; and

(e) as soon as practicable, but in any event thirty (30) days, before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow, which Budget shall be reviewed by the Board no less frequently than once a quarter.

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

Notwithstanding anything else in this Subsection 3.1 to the contrary, beginning in any calendar year in which the Company exceeds $10 million in annual revenue, the Annual Financial Reports to be delivered pursuant to Subsection 3.1(a) above shall be audited and prepared by an accounting firm of national standing or other firm approved by the Board, unless such requirement is waived by the Board (including each Preferred Director).

Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty (30) 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 Subsection 3.1 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.

3.2 Inspection. The Company shall permit each Major Investor (provided, that the Board has not reasonably determined that such Major Investor is a Competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Subsection 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or other similar highly confidential information or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

3.3 Termination of Information Rights. The covenants set forth in Subsection 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.

3.4 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 pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), 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 Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the 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 Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4, provided, that the Board has not determined in good faith that such prospective purchaser is a Competitor of the Company; (iii) to any existing or prospective 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, provided, that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

4. Rights to Future Stock Issuances.

4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.

(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 ten (10) 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 shares of Common Stock then issuable (directly or indirectly) upon conversion 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 or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding). At the expiration of such ten (10) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c).

(c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the one hundred and twenty (120) day period following the expiration of the periods provided in Subsection 4.1(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. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1.

(d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock to Additional Purchasers pursuant to the Purchase Agreement.

4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.

5. Additional Covenants.

5.1 Insurance. The Company shall maintain, from financially sound and reputable insurers, Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board (including each Preferred Director), and shall cause such insurance policy to be maintained until such time as the Board (including each Preferred Director) determines that such insurance should be discontinued. Notwithstanding any other provision of this Subsection 5.1 to the contrary, for so long as a Preferred Director is serving on the Board, the Company shall not cease to maintain a Directors and Officers liability insurance policy in amount reasonably satisfactory to each Preferred Director.

5.2 Employee Agreements. The Company will cause each Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement.

5.3 Employee Stock. Unless otherwise approved by the Board, all employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for vesting of shares over a [***] period, with the first [***] of such shares vesting following [***] of continued employment or service, and the remaining shares vesting in equal annual installments on each of the following [***] thereof. In addition, unless otherwise approved by the Board, the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

5.4 Qualified Small Business Stock. The Company shall use commercially reasonable efforts to cause the shares of Preferred Stock issued pursuant to the Purchase Agreement, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board determines, in its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.

5.5 Matters Requiring Board Approval. During such time or times as [***] and ETHZ are entitled to elect at least one Preferred Director and such applicable seat is filled, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board (which, for purposes of approval for actions described in Sections 5.7(e), (f), or (h) must include the approval of (i) the Series A Director or [***] B Director and (ii) the ETHZ B Director; provided, however, that with respect to the action described in Section 5.7(h), approval of (i) the Series A Director or [***] B Director and (ii) the ETHZ B Director shall not be required so long as the business of the Company is focused on manufactured housing):

(a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company;

(b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board and the requisite stockholders under the Restated Certificate;

(c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business (including warehouse lines);

(d) make any investment inconsistent with any investment policy approved by the Board;

(e) incur any aggregate indebtedness or make any aggregate capital expenditures, in either case, in excess of $500,000 that is not already included in the Budget (as defined in Section 3.1(e)) or other than trade credit incurred in the ordinary course of business (including warehouse lines);

(f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person except transactions resulting in payments to or by the Company in an amount less than $200,000 per year, or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;

(g) hire, fire, or change the compensation of the Company’s executive officers, including approving any option grants or other equity incentive awards;

(h) change the principal business of the Company, enter new lines of business, or exit the current line of business;

(i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $500,000.

5.6 Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board. Each Preferred Director shall be entitled, in such person’s discretion, to serve on any committee formed by the Board.

5.7 Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

5.8 Right to Conduct Activities. The Company hereby agrees and acknowledges that each of [***] and ETHZ (together with each of its Affiliates) evaluates investments in a number of enterprises, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict [***] and ETHZ from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing, financing or otherwise participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, [***] and ETHZ (and each of its Affiliates) shall not be liable to the Company or any other Person for any claim arising out of, or based upon, (i) the investment or financing by [***] and ETHZ (or any of its Affiliates) in, or other action in support of, any entity competitive with the Company, or (ii) any actions taken by any partner, officer, employee or other representative of [***] and ETHZ (or any of its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) [***] and ETHZ (or any of its Affiliates) from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

5.9 Termination of Covenants. The covenants set forth in this Section 5, except for Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.

6. Miscellaneous.

6.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder or (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; 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 this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

6.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

6.3 Counterparts. This 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, electronic mail (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.

6.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

6.5 Notices.

(a) All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A or Schedule B (as applicable) hereto, 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, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, a copy shall also be sent to Jackson Walker LLP, 2323 Ross Avenue, Suite 600, Dallas, TX 75201, Attention: Patrick Rose, IV.

(b) Consent to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such Investor’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each Investor agrees to promptly notify the Company of any change in its electronic mail address, and that failure to do so shall not affect the foregoing.

6.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the Preferred Stock then outstanding; provided, that the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided, further, that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, (a) this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Subsection 4 with respect to a particular transaction shall not apply to all Investors if certain Investors nonetheless, by agreement with the Company, purchase securities in such transaction), (b) Subsections 3.1 and 3.2, Section 4 and any other Section of this Agreement applicable to the Major Investors (including the definition of “Major Investors” and this clause (b) of this Subsection 6.6) may not be amended, modified, terminated or waived without the written consent of the Company and the holders of at least a majority of the Registerable Securities then outstanding and held by the Major Investors, and (c) each of the last sentence of Subsection 2.11, Subsection 5.5, Subsection 5.7, Subsection 5.8, and any other Section or Subsection of this Agreement applicable to [***] or ETHZ (including, without limitation, this clause (c) of this Subsection 6.6) may be amended, modified, terminated or waived only with the prior written consent of [***] and ETHZ. Further, this Agreement may not be amended, modified or terminated, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the Investors hereunder, without also the written consent of the holders of at least a majority of the Registrable Securities held by the Key Holders. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add transferees of any Registerable Securities in compliance with the terms of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9. The Company shall give prompt notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination, or waiver. Any amendment, modification, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, 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.

6.7 Severability. In case any one or more of the provisions contained in this Agreement 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 this Agreement, 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.

6.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

6.9 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

6.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto), together with the Restated Certificate and the other Transaction Agreements (as defined in the Purchase Agreement), constitute the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

6.11 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, 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 this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. 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 HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO 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.

Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.

6.12 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to 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, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.13 Effect on Prior Agreement. Upon the full execution and delivery of this Agreement, the Prior Agreement automatically shall be amended and restated in its entirety as set forth in this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Zippy, Inc. – Signature Page to Third Amended and Restated Investor Rights Agreement] 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Zippy, Inc. – Signature Page to Third Amended and Restated Investor Rights Agreement] 

Exhibit 10.4

Execution Version

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.

ZIPPY, INC. THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

TABLE OF CONTENTS

THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of December 9, 2025, by and among Zippy, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.

WHEREAS, the Company, the Key Holders and certain of the Investors (the “Existing Investors”) previously entered into a Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated September 27, 2024 (the “Prior Agreement”); and

WHEREAS, the Key Holders, the Existing Investors and the Company desire to induce certain of the Investors to purchase shares of Series B-3 Preferred Stock of the Company par value $0.000001 (“Series B-3 Preferred Stock”), pursuant to that certain Series B-3 Preferred Stock Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) by and among the Company and ETHZ (as defined herein), by amending and restating the Prior Agreement to provide the Investors with the rights and privileges as set forth herein.

NOW, THEREFORE, the Company, the Key Holders, and the Investors each hereby agree to amend and restate the Prior Agreement in its entirety as set forth herein, and the parties hereto further agree as follows:

1. Definitions.

1.1. “Affiliate” means, with respect to any specified Investor, any other Investor who directly or indirectly, controls, is controlled by or is under common control with such Investor, including, without limitation, any general partner, managing member, officer, director or trustee of such Investor, or any venture capital fund or other investment fund now or hereafter existing which is controlled by one or more general partners, managing members or investment advisors of, or shares the same management company or investment adviser with, such Investor. For purposes of this Agreement, the term “control” when used with respect to any Person (as defined in the Person) shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling,” “controlled by” and “under common control with” shall have meanings correlative to the foregoing.

1.2. “Board” means the board of directors of the Company.

1.3. “Capital Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Key Holder, any Major Holder, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by any Major Holder or Key Holder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.

1.4. “Change of Control” means 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 fifty percent (50%) of the outstanding voting power of the Company.

1.5. “Common Stock” means shares of Common Stock of the Company, $0.000001 par value per share.

1.6. “Company Notice” means written notice from the Company notifying the selling Key Holders and each Investor that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Major Holder Transfer.

1.7. “Investors” means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Subsection 6.9, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.11 and any one of them, as the context may require.

1.8. “Key Holders” means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

1.9. “Major Holders” means each of the Investors and each of the Key Holders, other than, for the avoidance of doubt, (i) [***], together with each of its direct and indirect Affiliates, and each of their respective successors, assigns and transferees (collectively, “[***]”), (ii) [***], together with each of its direct and indirect Affiliates and each of their respective successors, assigns and transferees (collectively, “[***]”), and (iii) ETHZilla Corporation, together with each of its direct and indirect Affiliates, and each of their respective successors, assigns and transferees (collectively, “ETHZ”).

1.10. “Preferred Stock” means shares of Preferred Stock of the Company, par value $0.000001 per share, including each series thereof, whether authorized or issued before, on or after the date hereof.

1.11. “Proposed Major Holder Transfer” means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Major Holders.

1.12. “Proposed Transfer Notice” means written notice from a Major Holder setting forth the terms and conditions of a Proposed Major Holder Transfer.

1.13. “Prospective Transferee” means any person to whom a Major Holder proposes to make a Proposed Major Holder Transfer.

1.14. “Restated Certificate” means the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended or restated from time to time.

1.15. “Right of Co-Sale” means the right, but not an obligation, of an Investor or Key Holder to participate in a Proposed Major Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.

1.16. “Right of First Refusal” means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to a Proposed Major Holder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.

1.17. “ROFR Notice” means written notice from any Investor or Key Holder notifying the Company and the selling Major Holder(s) that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Major Holder Transfer.

1.18. “Secondary Notice” means written notice from the Company notifying the Major Holders that the Company does not intend to exercise its Right of First Refusal as to all shares of any Transfer Stock with respect to a Proposed Major Holder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.

1.19. “Secondary Refusal Right” means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Major Holders) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

1.20. “Transfer Stock” means shares of Capital Stock owned by a Major Holder, or issued to a Major Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like).

1.21. “Undersubscription Notice” means written notice from a Major Holder notifying the Company and the Major Holders that such Major Holder intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

2. Agreement Among the Company, the Investors and the Key Holders.

2.1. Right of First Refusal.

(a) Grant. Subject to the terms of Section 3 below, each Major Holder hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase all or any portion of Transfer Stock that such Major Holder may propose to transfer in a Proposed Major Holder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

(b) Notice. Each Major Holder proposing to make a Proposed Major Holder Transfer must deliver a Proposed Transfer Notice to the Company and each Major Holder not later than twenty (20) days prior to the consummation of such Proposed Major Holder Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Major Holder Transfer, the identity of the Prospective Transferee and the intended date of the Proposed Major Holder Transfer. To exercise its Right of First Refusal under this Section 2, the Company must deliver a Company Notice to the selling Major Holder within ten (10) days after delivery of the Proposed Transfer Notice specifying the number of shares of Transfer Stock to be purchased by the Company. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Major Holder with the Company that contains a preexisting right of first refusal, the Company and the Major Holder acknowledge and agree that the terms of this Agreement shall control and the preexisting right of first refusal shall be deemed satisfied by compliance with Subsection 2.1(a) and this Subsection 2.1(b).

(c) Grant of Secondary Refusal Right to Major Holders. Subject to the terms of Section 3 below, each Major Holder hereby unconditionally and irrevocably grants to the other Investors and the Key Holders a Secondary Refusal Right to purchase all or any portion of the Transfer Stock not purchased by the Company pursuant to the Right of First Refusal, as provided in this Subsection 2.1(c). If the Company does not provide the Company Notice exercising its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Major Holder Transfer, the Company must deliver a Secondary Notice to the selling Major Holder and to each other Investor and the Key Holders to that effect no later than ten (10) days after the selling Major Holder delivers the Proposed Transfer Notice to the Company. To exercise its Secondary Refusal Right, an Investor or Key Holder must deliver a ROFR Notice to the selling Major Holder and the Company within five (5) days after the Company’s deadline for its delivery of the Secondary Notice as provided in the preceding sentence.

(d) Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors and Key Holders pursuant to Subsections 2.1(b) and 2.1(c) with respect to some but not all of the Transfer Stock by the end of the five (5) day period specified in the last sentence of Subsection 2.1(c) (the “ROFR Notice Period”), then the Company shall, immediately after the expiration of the ROFR Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors and Key Holders who fully exercised their Secondary Refusal Right within the ROFR Notice Period (the “Exercising Holders”). Each Exercising Holder shall, subject to the provisions of this Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Holder must deliver an Undersubscription Notice to the selling Major Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two or more such Exercising Holders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Subsection 2.1(d) shall be allocated to such Exercising Holders pro rata based on the number of shares of Transfer Stock such Exercising Holders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Holder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Holders, the Company shall immediately notify all of the Exercising Holders and the selling Major Holder of that fact.

(e) Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board and as set forth in the Company Notice. If the Company or any Investor or Key Holder cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor or Key Holder may pay the cash value equivalent thereof, as determined in good faith by the Board and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors and Key Holders shall take place, and all payments from the Company and the Investors and Key Holders shall have been delivered to the selling Major Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Major Holder Transfer; and (ii) thirty (30) days after delivery of the Proposed Transfer Notice.

2.2. Right of Co-Sale.

(a) Exercise of Right. If any Transfer Stock subject to a Proposed Major Holder Transfer is not purchased pursuant to Subsection 2.1 above and thereafter is to be sold to a Prospective Transferee, each respective Investor and Key Holder may elect to exercise its Right of Co-Sale and participate on a pro rata basis in the Proposed Major Holder Transfer as set forth in Subsection 2.2(b) below and, subject to Subsection 2.2(d), otherwise on the same terms and conditions specified in the Proposed Transfer Notice. Each Investor and Key Holder who desires to exercise its Right of Co-Sale (each, a “Participating Holder”) must give the selling Major Holder written notice to that effect within five (5) days after the deadline for delivery of the Secondary Notice described above, and upon giving such notice such Participating Holder shall be deemed to have effectively exercised the Right of Co-Sale.

(b) Shares Includable. Each Participating Holder may include in the Proposed Major Holder Transfer all or any part of such Participating Holder’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Major Holder Transfer (excluding shares purchased by the Company or the Investors or Key Holders pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Holder immediately before consummation of the Proposed Major Holder Transfer (including any shares that such Participating Holder has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Holders immediately prior to the consummation of the Proposed Major Holder Transfer (including any shares that all Participating Holders have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Major Holder(s). To the extent one or more Participating Holders exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Major Holder may sell in the Proposed Major Holder Transfer shall be correspondingly reduced.

(c) Delivery of Certificates. Each Participating Holder shall effect its participation in the Proposed Major Holder Transfer by delivering to the transferring Major Holder, no later than fifteen (15) days after such Participating Holder’s exercise of the Right of Co-Sale, one or more stock certificates, properly endorsed for transfer to the Prospective Transferee, representing the number of shares of Capital Stock that such Participating Holder elects to include in the Proposed Major Holder Transfer.

(d) Purchase Agreement. The Participating Holders and the selling Major Holder agree that the terms and conditions of any Proposed Major Holder Transfer in accordance with this Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement (the “Purchase and Sale Agreement”) with the Prospective Transferee with customary terms and provisions for such a transaction and the Participating Holders and the selling Major Holder further covenant and agree to enter into such an agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

(e) Allocation of Consideration.

(i) Subject to Subsection 2.2(e)(ii), the aggregate consideration payable to the Participating Holders and the selling Major Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Holder and the selling Major Holder as provided in Subsection 2.2(b), provided that if a Participating Holder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

(ii) In the event that the Proposed Major Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Holders and the selling Major Holder in accordance with Subsections 2.1 and 2.2 of Article FOURTH(B) of the Restated Certificate and, if applicable, the next sentence, as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Holders and selling Major Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Subsections 2.1 and 2.2 of Article FOURTH(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Holders and selling Major Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Subsections 2.1 and 2.2 of Article FOURTH(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

(f) Purchase by Selling Major Holder; Deliveries. Notwithstanding Subsection 2.2(d) above, if any Prospective Transferee(s) refuse(s) to purchase securities subject to the Right of Co-Sale from any Participating Holder or Major Holders or upon the failure to negotiate in good faith a Purchase and Sale Agreement reasonably satisfactory to the Participating Holders, no Major Holder may sell any Transfer Stock to such Prospective Transferee(s) unless and until, simultaneously with such sale, such Major Holder purchases all securities subject to the Right of Co-Sale from such Participating Holder or Major Holders on the same terms and conditions (including the proposed purchase price) as set forth in the Proposed Transfer Notice and as provided in Subsection 2.2(e); provided, however, if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the selling Major Holder to such Participating Holder or Major Holders shall be made in accordance with the first sentence of Subsection 2.2(e)(ii). In connection with such purchase by the selling Major Holder, such Participating Holder or Major Holders shall deliver to the selling Major Holder any stock certificate or certificates, properly endorsed for transfer, representing the Capital Stock being purchased by the selling Major Holder (or request that the Company effect such transfer in the name of the selling Major Holder). Any such shares transferred to the selling Major Holder will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice, and the selling Major Holder shall concurrently therewith remit or direct payment to each such Participating Holder the portion of the aggregate consideration to which each such Participating Holder is entitled by reason of its participation in such sale as provided in this Subsection 2.2(f).

(g) Additional Compliance. If any Proposed Major Holder Transfer is not consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company, the Major Holders proposing the Proposed Major Holder Transfer may not sell any Transfer Stock unless they first comply in full with each provision of this Section 2. The exercise or election not to exercise any right by any Investor or Key Holder hereunder shall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Subsection 2.2.

2.3. Effect of Failure to Comply.

(a) Transfer Void; Equitable Relief. Any Proposed Major Holder Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this Agreement).

(b) Violation of First Refusal Right. If any Major Holder becomes obligated to sell any Transfer Stock to the Company or any Investor or Key Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor or Key Holder may, at its option, in addition to all other remedies it may have, send to such Major Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor or Key Holder (or request that the Company effect such transfer in the name of an Investor or Key Holder) on the Company’s books the certificate or certificates representing the Transfer Stock to be sold.

(c) Violation of Co-Sale Right. If any Major Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Holder who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Major Holder to purchase from such Participating Holder the type and number of shares of Capital Stock that such Participating Holder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(e)(i) and the first sentence of Subsection 2.2(e)(ii), as applicable, and subject to the same conditions as would have applied had the Major Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Major Holder shall also reimburse each Participating Holder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Holder’s rights under Subsection 2.2.

3. Exempt Transfers.

3.1. Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 2.1 and 2.2 shall not apply (a) in the case of a Major Holder that is an entity, upon a transfer by such Major Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Major Holder by the Company at a price no greater than that originally paid by such Major Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) in the case of a Major Holder that is a natural person, upon a transfer of Transfer Stock by such Major Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Major Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person approved by the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Major Holder or any such family members, or (d) to the sale by the Major Holder of up to 10% of the Transfer Stock held by such Major Holder as of the date that such Major Holder first became party to this Agreement; provided, that in the case of clause(s) (a), (c), or (d), the Major Holder shall deliver prior written notice to the Major Holders of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Major Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Major Holder with respect to Proposed Major Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer; and provided, further, that the Major Holder may not transfer shares under clause (d) that, in the aggregate with any prior transfers under this Subsection 3.1, exceed 10% of the Transfer Stock held by such Major Holder as of the date that such Major Holder first became party to this Agreement.

3.2. Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).

3.3. Prohibited Transferees. Notwithstanding the foregoing, none of (i) any Major Holder, (ii) [***], (iii) [***], or (iv) ETHZ (the “Restricted Transferors”) shall transfer any Transfer Stock to (a) any entity which, in the determination of the Board, directly or indirectly competes with the Company; provided, that, the Company and each other party hereto acknowledges and agrees that none of [***], [***], or ETHZ shall be deemed to compete, directly or indirectly, with the Company for purposes of this clause (a); or (b) any customer, distributor or supplier of the Company, if the Board should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier; provided, that, the Company and each other party hereto acknowledge and agree that no Restricted Transferor nor any transferee of any Restricted Transferor shall be restricted in any respect by this clause (b) from transferring any shares of Capital Stock to [***], ETHZ or any of their Affiliates, notwithstanding that [***], ETHZ, or one or more of their Affiliates may be a customer, distributor or supplier of the Company.

3.4. Notice of Transfers by [***], [***], or ETHZ. In the event that [***], [***], or ETHZ elect to transfer any shares of Capital Stock to any Person which is not a direct or indirect Affiliate of [***], [***], or ETHZ, respectively, then [***], [***], and ETHZ, as the applicable transferring holder, shall provide the Company with written notice of its intent to transfer such shares of Capital Stock and the identity of the transferee(s) thereof no less than ten (10) days prior to the consummation of such transfer. The Company and each of the other parties hereto acknowledges and agrees that this Agreement (together with any successor agreement hereto) shall not impose any conditions, restrictions or other limitations on the transfer of any shares of Capital Stock by [***], [***], or ETHZ other than to the extent of the 10-day notice provision set forth in the immediately preceding sentence.

4. Legend. Each certificate representing shares of Transfer Stock held by the Major Holders or issued to any permitted transferee in connection with a transfer permitted by Subsection 3.1 hereof shall be endorsed with the following legend:

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

Each Major Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this Section 4 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed upon termination of this Agreement at the request of the holder.

5. Lock-Up.

5.1. Agreement to Lock-Up. Each Major 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 Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), (or any successor provisions or amendments thereto), (a) 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 shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital 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, and shall only be applicable to the Major Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Major Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

5.2. Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Major Holder (and transferees and assignees thereof) until the end of such restricted period.

6. Miscellaneous.

6.1. Term. This Agreement shall automatically terminate upon the earlier of (a) immediately prior to the consummation of the Company’s IPO; and (b) the consummation of a Deemed Liquidation Event (as defined in the Restated Certificate).

6.2. Stock Split. All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.

6.3. Ownership. Each Major Holder represents and warrants that such Major Holder is the sole legal and beneficial owner of the shares of Transfer Stock subject to this Agreement and that no other person or entity has any interest in such shares (other than a community property interest as to which the holder thereof has acknowledged and agreed in writing to the restrictions and obligations hereunder).

6.4. Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, 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 this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. 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 HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO 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.

6.5. Notices.

(a) All notices and other communications given or made pursuant to this Agreement 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 electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after 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 address as set forth on Schedule A or Schedule B hereof, as the case may be, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, it shall be sent to, Attention: President; and a copy (which shall not constitute notice) shall also be sent to Jackson Walker LLP, 2323 Ross Avenue, Suite 600, Dallas, TX 75201, Attention: Patrick Rose, IV.

(b) Consent to Electronic Notice. Each Major Holder consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such Major Holder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each Major Holder agrees to promptly notify the Company of any change in its electronic mail address, and that failure to do so shall not affect the foregoing.

6.6. Entire Agreement. This Agreement (including the Exhibits and Schedules hereto), together with the Restated Certificate and the other Transaction Agreements (as defined in the Purchase Agreement), constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

6.7. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, 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. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.8. Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Subsection 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Major Holder without the written consent of such Major Holder, if such amendment, modification, termination or waiver would adversely affect the rights of such Major Holder in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Major Holders under this Agreement, (ii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto, (iii) Schedule B hereto may be amended by the Company from time to time to add information regarding additional Major Holders without the consent of the other parties hereto, (iv) any amendment, modification, termination or waiver of the definition of “Major Holder”, Subsection 3.3, Subsection 3.4 and this subclause (iv) of this sentence of this Subsection 6.8 shall require the prior written consent of [***] and ETHZ, (v) any amendment, modification, termination or waiver of the definition of “Major Holder”, Subsection 3.4 and this subclause (v) of this sentence of this Subsection 6.8 shall require the prior written consent of [***], and (vi) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver of this Agreement if such amendment, modification, termination or waiver does not apply to the Key Holders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, 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.

6.9. Assignment of Rights.

(a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(b) Any successor or permitted assignee of any Major Holder, including any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms hereof, shall deliver to the Company and the Major Holders, as a condition to any transfer or assignment, a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the predecessor or assignor of such successor or permitted assignee.

(c) The rights of the Investors hereunder are not assignable without the Company’s written consent (which shall not be unreasonably withheld, delayed or conditioned), except by an Investor to any Affiliate, it being acknowledged and agreed that any such assignment shall be subject to and conditioned upon any such assignee’s delivery to the Company and the other Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the assignor of such assignee.

(d) Except in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations of the Company hereunder may not be assigned under any circumstances.

6.10. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.11. Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and thereafter shall be deemed an “Investor” for all purposes hereunder.

6.12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

6.13. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.14. Counterparts. This Agreement may be executed in one 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, electronic mail (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.

6.15. Aggregation of Stock. All shares of Capital Stock held or acquired by Affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

6.16. Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company and the Major Holders hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.

6.17. Additional Key Holders. In the event that after the date of this Agreement, the Company issues shares of Common Stock, or options to purchase Common Stock, to any employee or consultant, which shares or options would collectively constitute with respect to such employee or consultant (taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent (1%) or more of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), the Company shall, as a condition to such issuance, cause such employee or consultant to execute a counterpart signature page hereto as a Key Holder, and such person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to a Key Holder.

6.18. Consent of Spouse. If any Major Holder is married on the date of this Agreement, such Major Holder’s spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit A hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Major Holder’s shares of Transfer Stock that do not otherwise exist by operation of law or the agreement of the parties. If any Major Holder should marry or remarry subsequent to the date of this Agreement, such Major Holder shall within ninety (90) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.

6.19. Effect on Prior Agreement. Upon the execution and delivery of this Agreement by the Company, the Major Holders holding a majority in interest of the Transfer Stock and the holders of at least a majority in interest of the Capital Stock held by those Investors who are party to the Prior Agreement (measured before giving effect to any purchase of shares of Series B Preferred Stock by such Investors), the Prior Agreement automatically shall be amended and restated in its entirety as set forth in this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.

[Zippy, Inc. Signature Page to Third Amended and Restated
Right of First Refusal and Co-Sale Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.

[Zippy, Inc. Signature Page to Third Amended and Restated
Right of First Refusal and Co-Sale Agreement]

Exhibit 10.5

Execution Version

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.

THIRD AMENDED AND RESTATED ZIPPY, INC. VOTING AGREEMENT

TABLE OF CONTENTS

THIRD AMENDED AND RESTATED VOTING AGREEMENT

THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of December 9, 2025, by and among Zippy, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Preferred Stock (the “Preferred Stock”), listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 6.1(a) or 6.2 below, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 6.1(b) or 6.2 below, the “Key Holders”, and together collectively with the Investors, the “Stockholders”).

RECITALS

A. Concurrently with the execution of this Agreement, the Company and ETHZ (as defined herein) are entering into a Series B-3 Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) providing for the sale of shares of the Company’s Series B-3 Preferred Stock, $0.000001 par value per share (“Series B-3 Preferred Stock” together with the Series B-1 Preferred Stock, and the Series B-2 Preferred Stock the “Series B Preferred Stock”).

B. Certain of the existing Investors of the Company (the “Existing Investors”) and the Key Holders are parties to the Second Amended and Restated Voting Agreement dated September 27, 2024, by and among the Company and the parties thereto, (the “Prior Agreement”). The parties to the Prior Agreement desire to amend and restate that agreement to provide any applicable Investors purchasing shares of the Company’s Series B-3 Preferred Stock with the right, among other rights, to elect certain members of the board of directors of the Company (the “Board”) in accordance with the terms of this Agreement.

C. The Fifth Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) provides that (a) the holders of record of the shares of Series Seed Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Company (the “Series Seed Preferred Director”); (b) the holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Company (the “Series A Preferred Director”) (c) the holders of record of the shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Company (the “[***] B Preferred Director”); (d) the holders of record of the shares of Series B-3 Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Company (the “ETHZ B Preferred Director”); and (e) the holders of record of the shares of the Company’s Common Stock, $0.000001 par value per share (“Common Stock”), exclusively and as a separate class, shall be entitled to elect two (2) directors of the Company.

D. The parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to how shares of the Company’s capital stock held by them will be voted on in connection with an increase in the number of shares of Common Stock required to provide for the conversion of the Preferred Stock.

NOW, THEREFORE, the parties agree as follows:

1. Voting Provisions Regarding the Board.

1.1. Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be at least six (6) directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

1.2. Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder 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, the following persons shall be elected to the Board:

(a) So long as at least [***] shares of Series Seed Preferred Stock are outstanding, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, one individual designated from time to time by [***], for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least [***] issued and outstanding shares of Series Seed Preferred Stock, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, which individual shall initially be [***] and which director shall be the “Series Seed Preferred Director”;

(b) So long as at least [***] shares of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, one individual designated from time to time by [***] (together with its Affiliates, successors and assigns, “[***]”) for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least [***] issued and outstanding shares of Series A Preferred Stock, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, which individual shall initially be [***] and which director shall be the “Series A Preferred Director”;

(c) So long as at least [***] shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock are outstanding, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, one individual designated from time to time by [***] for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least [***] issued and outstanding shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, which individual shall initially be [***] and which director shall be the “[***] B Preferred Director”; (d) So long as (i) no ETHZ Forfeiture Event (as defined in the Purchase Agreement) has occurred with respect to ETHZilla corporation, a Delaware corporation, (together with its Affiliates, successors and assigns, “ETHZ”) and (ii) ETHZ and its Affiliates continue to own beneficially at least [***] issued and outstanding shares of Series B-3 Preferred Stock, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, one individual designated from time to time by ETHZ, which individual shall initially be [***] and which director shall be the “ETHZ B Preferred Director”;

(e) One individual designated from time to time by Ben Halliday (“Mr. Halliday”), for so long as Mr. Halliday continues to own beneficially at least [***] issued and outstanding shares of Common Stock, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and similar transactions, which individual shall initially be Mr. Halliday and which director shall be a “Common Director”; and

(f) One individual designated from time to time by Jordan Bucy (“Mr. Bucy”), for so long as Mr. Bucy continues to own beneficially at least [***] issued and outstanding shares of Common Stock, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and similar transactions, which individual shall initially be Mr. Bucy and which director shall be a Common Director.

To the extent that any of clauses (a) through (f) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Certificate.

For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another 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. For purposes of this Agreement, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling,” “controlled by” and “under common control with” shall have meanings correlative to the foregoing.

1.3. Failure to Designate a Board Member. In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible and willing to serve as provided herein, and otherwise, such Board seat shall remain vacant.

1.4. Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder 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 Subsections 1.2 or 1.3 of this Agreement 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), or of the holders of at least a majority of the shares of capital stock of the Company, as applicable, entitled under Subsection 1.2 to designate that director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Subsection 1.3 is no longer so entitled to designate or approve such director or occupy such Board seat;

(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and

(c) upon the request of any party entitled to designate a director as provided in Subsection 1.2(a), 1.2(b) or 1.2(c), as applicable, to remove such director, such director shall be removed.

All Stockholders agree to execute any written consents required to perform the obligations of this Section 1, 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.

1.5. No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

1.6. No “Bad Actor” Designees. Each Person with the right to designate or participate in the designation of a director as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (each, a “Disqualification Event”), is applicable to such Person’s initial designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee.” Each Person with the right to designate or participate in the designation of a director as specified above hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee and (B) 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 and designate a replacement designee who is not a Disqualified Designee.

1.7. Deadlock. In the event that the Board is unable to reach a decision by the required vote on any matter properly brought before it (a “Deadlock”), the holders of a majority of the issued and outstanding Common Stock of the Company shall vote to resolve such Deadlock. Such vote may occur at a meeting of the stockholders or by written consent, in accordance with the Bylaws of the Company and the Restated Certificate. The decision of the holders of a majority of the issued and outstanding Common Stock pursuant to this Section 1.7 shall be final and binding on the Board and the Company.

2. Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the Preferred Stock outstanding at any given time.

3. Drag-Along Right.

3.1. 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 Restated Certificate.

3.2. Actions to be Taken. In the event that (i) the holders of at least 50% of the shares of the outstanding shares of Preferred Stock (the “Selling Investors”); (ii) 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) (collectively, (i) and (ii)) are the “Electing Holders”) and (iii) the Board; approve a Sale of the Company (which approval of the Electing Holders must be in writing), specifying that this Section 3 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Section 3.3 below, each Stockholder and the Company hereby agree:

(a) if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and approve, such Sale of the Company (together with any related amendment or restatement to the Restated Certificate required to implement such Sale of the Company) and the related definitive agreement(s) pursuant to which the Sale of the Company is to be consummated and to vote in opposition to any and all other proposals that could 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 Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Section 3.3 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 or the Selling Investors in order to carry out the terms and provision of this Section 3, including, without limitation, (i) executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, any reasonably customary release agreement in the capacity of a securityholder, termination of investment related documents, accredited investor forms, documents evidencing the removal of board designees as power of attorneys or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents and (ii) providing any information reasonably necessary for any public filings with the Securities and Exchange Commission in connection with the Sale of the Company;

(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company;

(e) 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, joining or participating in any way (including, without limitation, as a member of a class in any action, suit or proceeding challenging the Sale of the Company, this Agreement, consummation of the transactions contemplated in connection with the Sale of the Company or this Agreement, without limitation), (x) challenging the validity of, or seeking to enjoin the operation of, or the definitive agreement(s) with respect to such Sale of the Company or (y) alleging a breach of any fiduciary duty of the Selling Investors or any Affiliate or associate thereof, directors of the Company or the acquirer(s) (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with the Sale of the Company or any action taken thereby with respect to such Sale of the Company;

(f) if the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder 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 of 1933, as amended (the “Securities Act”), the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and (g) in the event that the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative, within the scope of the Stockholder Representative’s authority, in connection with its service as the Stockholder Representative, absent fraud, bad faith, or willful misconduct.

3.3. Conditions. Notwithstanding anything to the contrary set forth herein, a Stockholder will not be required to comply with Section 3.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”), unless:

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

(b) such Stockholder is not required to agree (unless such Stockholder is a Company officer, director, 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) or any release of claims other than a release in customary form of claims arising solely in such Stockholder’s capacity as a stockholder of the Company;

(c) such Stockholder and its Affiliates are not required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective Affiliates, except that the Stockholder may be required to agree to terminate the investment-related documents between or among such Stockholder, the Company and/or other stockholders of the Company;

(d) the Stockholder 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) ; (e) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale in such person’s capacity as a stockholder of the Company, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder.

3.4. Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless (a) all holders of Preferred Stock are allowed to participate in such transaction(s) and (b) the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Restated Certificate in effect immediately prior to the Stock Sale (as if such transaction(s) were a Deemed Liquidation Event), unless the holders of at least the requisite percentage required to waive treatment of the transaction(s) as a Deemed Liquidation Event pursuant to the terms of the Restated Certificate, elect to allocate the consideration differently by written notice given to the Company at least five (5) days prior to the effective date of any such transaction or series of related transactions.

3.5. Effect of Sanctioned Party Status. For clarity, if any Stockholder is a Sanctioned Party, such Stockholder will not be required to take any action described in Section 3.2, and will not be entitled to receive any benefit described in Section 3.3, if such action would cause the Company or any other party to violate applicable Sanctions. The Shares held by such Stockholders shall be disregarded for the purpose of calculating any voting threshold set forth in this Agreement.

4. Remedies.

4.1. Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement.

4.2. Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Chief Executive Officer of the Company, and a designee of the Investors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, election of individuals as members of the Board in accordance with Section 1 hereof, votes to increase authorized shares pursuant to Section 2 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Section 2 of this Agreement or to take any action reasonably necessary to effect Section 2 of this Agreement. Each of the proxy and power of attorney granted pursuant to this Subsection 3.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

4.3. Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

4.4. Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

5. Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the consummation of a Qualified IPO (as defined in the Certificate); (b) the consummation of a Sale of the Company and distribution of proceeds to or escrow for the benefit of the Stockholders in accordance with the Certificate; or (c) termination of this Agreement in accordance with Subsection 6.8 below.

6. Miscellaneous.

6.1. Additional Parties.

(a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares to become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement.

(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock of the Company to such Person (other than to a purchaser of the Preferred Stock described in Subsection 6.1(a) above), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

6.2. Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection 6.2. Each certificate, instrument or book entry representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed or notated by the Company with the legend set forth in Subsection 6.12.

6.3. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

6.5. Counterparts. This Agreement may be executed in one (1) 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, electronic mail (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.

6.6. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.7. Notices.

(a) All notices and other communications given or made pursuant to this Agreement 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 electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) 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 address as set forth on Schedule A or Schedule B hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 6.7. If notice is given to the Company, a copy (which shall not constitute notice hereunder) shall also be sent to Jackson Walker LLP, 2323 Ross, Suite 600, Dallas, TX 75201, Attention: Patrick Rose, IV.

(b) Consent to Electronic Notice. Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each Investor and Key Holder agrees to promptly notify the Company of any change in its electronic mail address, and that failure to do so shall not affect the foregoing.

6.8. Consent Required to Amend, Modify, Terminate or Waive. This Agreement may be amended, modified or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company; (b) the Key Holders holding a majority of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the shares of the Preferred Stock held by the Investors (voting together as a single class and on an as-converted basis). Notwithstanding the foregoing:

(a) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder, as applicable, unless such amendment, modification, termination or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion;

(b) the provisions of Subsection 1.2(a)-(e) and this Subsection 6.8(b) may not be amended, modified, terminated or waived without the written consent of the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the shares of the Preferred Stock held by the Investors (voting together as a single class and on an as-converted basis) (which majority, (i) for so long as [***] and its Affiliates continue to own beneficially, in the aggregate, at least [***] shares of Series A Preferred Stock or [***] shares of Series B Preferred Stock (in each case, as adjusted for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions), must include [***] and (ii) for so long as ETHZ and its Affiliates continue to own beneficially, in the aggregate, at least [***] shares of Series B-3 Preferred Stock (in each case, as adjusted for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions), must include ETHZ); (c) 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 of the Key Holders hereunder; 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 hereto;

(d) Schedule A hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase Agreement to add information regarding Additional Purchasers (as defined in the Purchase Agreement) or any transferee or assignee of shares of the Preferred Stock without the consent of the other parties hereto;

(e) Schedule B hereto may be amended by the Company from time to time to add information regarding additional purchasers, transferees or assignees of Common Stock without the consent of the other parties hereto; and

(f) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party.

The Company shall give prompt written notice of any amendment, modification, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, modification, termination or waiver effected in accordance with this Subsection 6.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, modification, termination or waiver. For purposes of this Subsection 6.8, 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 this Agreement.

6.9. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or nondefaulting 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 previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.10. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.11. Entire Agreement. This Agreement (including the Exhibits and Schedules hereto), together with the Certificate and the other Transaction Agreements (as defined in the Purchase Agreement), constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

6.12. Legend on Share Certificates. Each certificate, instrument or book entry representing any Shares issued after the date hereof shall be endorsed or notated by the Company with a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates, instruments or book entry evidencing the Shares issued after the date hereof to bear the legend required by this Subsection 6.12 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments or book entry evidencing the Shares to bear the legend required by this Subsection 6.12 or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

6.13. Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Subsection 6.12.

6.14. Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

6.15. Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

6.16. Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, 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 this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. 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 HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO 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.

6.17. Costs of Enforcement. If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

6.18. Aggregation of Stock. All Shares held or acquired by a Stockholder or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

6.19. Spousal Consent. If any individual Stockholder is married on the date of this Agreement, such Stockholder’s spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit B hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or agreement of the parties. If any individual Stockholder should marry or remarry subsequent to the date of this Agreement, such Stockholder shall within thirty (30) days thereafter obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Voting Agreement as of the date first written above.

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Voting Agreement as of the date first written above.

[Zippy, Inc. – Signature Page to Third Amended and Restated Voting Agreement]