CONSTRUCTION MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of February 2024, by and between Makerstar Capital, Inc. (“Construction Manager”), and CSRE Properties Dalton, LLC (“Owner”) (this “Agreement”).
WHEREAS, Owner is an owner and operator of data center facilities; and
WHEREAS, Construction Manager specializes in sourcing, developing, building, and selling data center facilities; and
WHEREAS, Construction Manager, through its affiliates, was the prior owner of certain real property and assets, including construction contracts (individually and collectively, the “Construction Contract”) with Felker Construction Co., Inc. and Dalton Service Co. (individually and collectively, the “Contractor”), for the construction of a 15 MW data center facility on Howell Drive, in Whitfield County, Georgia (the “Project”); and
WHEREAS, under separate transactions, including a Purchase and Sale Agreement and a Membership Interest Purchase Agreement of this same date, both of which are incorporated herein by reference, Owner, directly and through its affiliates, has purchased the real property and assets and is assuming the Construction Contract for the Project; and
WHEREAS, Owner desires to engage Construction Manager to manage the Project, including, but not limited to, overseeing the build-out, Project safety, tracking of delivery and deployment of fixtures, equipment and materials from the current state of the Project to final completion, together with the provision of all necessary services and to prepare deliverables that are described in the scope of services and to ensure the construction of the Project meets or exceeds the minimum specifications, standards and requirements set forth in Exhibit A (collectively, the “Services”) in connection with the Project; and
WHEREAS, Construction Manager is willing to perform the Services for Owner, subject to the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
specifications and standards set forth herein and in Exhibit A, which is attached hereto and incorporated by reference, and includes the usual and customary construction phase services. Exhibit A is attached solely for the purpose of describing the Services to be performed by Construction Manager and setting forth certain minimum specifications and standards to which the construction must meet or exceed. In the event of a conflict between this Agreement and Exhibit A, this Agreement shall govern and control. Construction Manager may subcontract some
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of the Services to be performed by Construction Manager; provided, however, Construction Manager must obtain Owner’s advance written consent before subcontracting Services, and Construction Manager shall remain responsible for all Services, whether performed by Construction Manager or by a subcontractor or consultant to Construction Manager.
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If to Owner:
Leighton Koehler
General Counsel
CleanSpark
10624 S. Eastern Ave. A-638
Henderson, NV 89052
lkoehler@cleanspark.com
If to Construction Manager:
Alex Wang
COO
Makerstar Capital, Inc.
4 Park Plaza, Ste 1230
Irvine, CA 92614
Either party may change the recipient or address for receiving notices upon written notice to the other party.
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EXHIBIT “A” – Scope of Services
EXHIBIT “B” – Schedule
EXHIBIT “C” – Partial Waiver and Release of Liens and Claims
EXHIBIT “D” – Final Waiver and Release of Liens and Claims
EXHIBIT “E” – Certificate of Insurance
[SIGNATURES APPEAR ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives or agents as of the day and year first hereinabove written.
| CSRE Properties Dalton, LLC |
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| By: /s/ Zachary Bradford |
| Name, Title: Zachary Bradford |
| CEO of CleanSpark Inc. as Manager |
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| Makerstar Capital, Inc. |
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| By: /s/ Steven Yan |
| Name, Title: Steven Yan, CEO |
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