On August 23, 2026, in connection with a commercial agreement entered into between an affiliate of RUM Group Inc. (the "Company") and an unaffiliated U.S.-based third party cloud customer (the "Customer") governing the Customer’s purchase of access to GPUs and GPU services at the Company’s Maysville, GA site that is currently under development (the "Commercial Agreement"), the Company and the Customer entered into a binding term sheet (the "Warrant Term Sheet") setting forth the material terms and conditions relating to the issuance by the Company to the Customer of a warrant (the "Warrant") to purchase up to an aggregate of 50,808,408 shares of Class A common stock of the Company (the "Warrant Shares") at an exercise price of $0.01 per share, subject to the vesting terms described below. The parties will negotiate in good faith and enter into a definitive Warrant agreement consistent in all material respects with the Warrant Term Sheet.

Under the Commercial Agreement, subject to the terms and conditions thereof, the Customer has agreed to purchase GPU services at the Company’s Maysville, GA site in three tranches representing a total order value of approximately $13.7 billion spread evenly across the three tranches; provided that, with respect to the third tranche, the Customer must first review and, if acceptable to the Customer in its reasonable discretion, approve the Company’s proposed delivery date for such third tranche for any obligations or liabilities with respect to such tranche to apply. The Commercial Agreement has a term of six years. The Warrant Shares under the Warrant vest in tranches tied to the Customer’s purchases under the Commercial Agreement and any Expansion Agreement (as defined below). The initial 50% of the Warrant Shares vest in three tranches of 16.67% each upon the Customer’s purchase of the three respective tranches described above.

In the event the Customer and the Company (prior to the expiration of the term of the Commercial Agreement) enter into one or more new commercial agreements providing for the delivery of additional GPU services (an "Expansion Agreement"), the remaining 50% of the Warrant Shares are eligible to vest in five expansion tranches of 10% each. If all such five expansion tranches vest, the Customer will have purchased GPU services under the Expansion Agreement in excess of two-and-a-half times the total amount delivered in the first three tranches described above. The unvested portion of the Warrant will terminate upon expiration or termination of the Commercial Agreement or Expansion Agreement, as applicable, or upon a material uncured payment breach by the Customer.