PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is dated as of the 8th day of May, 2024 (“Effective Date”) by and among MineOne Wyoming Data Center LLC, a Delaware limited liability company, having a principal place of business located at 635 Logistics Drive, Cheyenne, Wyoming 82009 (“MineOne” or “Seller”), and (ii) CLEANSPARK, INC., a Nevada corporation, having a principal place of business located at 10624 S Eastern Ave., Ste A-638, Henderson NV 89052, or its assigns (“Buyer”; and together with Seller, the “Parties” and, individually, a “Party”).
WHEREAS, MineOne owns improved real property commonly known as 635 Logistics Drive, in the City of Cheyenne, Laramie County, Wyoming 82009 (the “North Range”);
WHEREAS, MineOne owns unimproved real property commonly known as Lot 1 Block 4 Venture Dr, in the City of Cheyenne, Laramie County, Wyoming 82007 (the “Campstool”).
WHEREAS, MineOne leases to a third party for purposes of bitcoin mining operations and/or MineOne conducts its own bitcoin mining operations from facilities (the “PODS”) located at North Range;
WHEREAS, Buyer requires North Range to be serviced with electrical power of a minimum of 45 megawatts and at Campstool a minimum of 30 megawatts. Seller has contracted with one or more utility providers for the delivery to North Range and Campstool for no less than this amount of power. Seller has requested the utility provider to confirm the additional electrical power of 25 megawatts in North Range and 30 megawatts in Campstool (for the avoidance of doubt, the 75 megawatts are currently available, and 55 megawatts are conditional on utility provider load confirmation); and
WHEREAS, Seller desires to sell the Property (as hereinafter defined), and Buyer desires to purchase all of the Property, on the terms and conditions set forth hereinafter.
NOW, THEREFORE, in consideration of the respective agreements hereinafter set forth, the Parties agree as follows:
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All of the items referred to in Sections 1(a) - (e) above are hereinafter collectively referred to as the “Property”.
Notwithstanding anything set forth in Section 1(a), no Improvements or equipment located on the Real Property shall be treated as Property and required to be sold pursuant to this Agreement. For the purpose of this Agreement, “Improvements” means all buildings and structures, together with all and singular the tenements, hereditaments and appurtenances thereunto erected or situated on the Real Property, including without limitation, the fixtures owned by Seller now situated on or appurtenant to such buildings and structures, but excluding the property of all tenants or licensees.
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All such exceptions listed in Sections 3(a) are defined herein as the “Permitted Exceptions”, and the title policy described in this Section 3 is defined herein as the “Title Policy”. Notwithstanding the foregoing, (i) deeds of trust and/ or mortgages, mechanic’s liens or other monetary liens or encumbrances on the Property (collectively, “Liens”), (ii) property taxes and assessments that may become delinquent prior to Closing and (iii) exceptions or encumbrances to title which are affirmatively created by Seller without the consent of Buyer after the Effective Date (collectively, “Excluded Exceptions”) shall not be Permitted Exceptions hereunder, whether Buyer gives written notice of such or not, and shall be paid off, satisfied, discharged, cured and/or removed by Seller at or before Closing, the same being a condition precedent for the benefit of Buyer. Buyer may elect at Closing to effect cure of any Excluded Exceptions not cured by Seller by payment, from the proceeds otherwise constituting the Purchase Price, of amounts required to satisfy and cure such Excluded Exceptions.
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Buyer covenants to use good faith efforts to obtain the approvals, if any, required by paragraphs (x), (xi) and (xii) above, prior to Closing. The Closing pursuant to this Agreement shall be deemed a waiver by Buyer of all unfulfilled conditions hereunder benefiting Buyer.
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For purposes of this Agreement, whenever the phrase “to Seller’s knowledge” is used, it shall refer to the actual knowledge of Jiaming Li and Seller’s officers, after reasonable and diligent inquiry and investigation.
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Prior to closing, Buyer will not discuss with Black Hills Energy (“BHE”) the following power contracts without inviting Seller to attend: the 45 MW in North Range, the 30 MW at Campstool, and the potential 25 MW in North Range and the potential 30 MW at Campstool.
After the Closing and extending until the earlier of fully achieving all milestones for North Range or six months after the Closing, neither Buyer
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nor Seller will discuss with BHE the following power contracts without inviting the other Party to attend:
The potential 25 MW in North Range, or portion thereof remaining.
After the Closing and extending until the earlier of fully achieving all milestones for Campstool or six months after the Closing, neither Buyer or Seller will discuss with BHE the following power contracts without inviting the other Party to attend:
The potential 30 MW in Campstool, or portion thereof remaining.
During the period preceding the Closing Date, the Buyer should also refrain from initiating communication with BHE for additional information about potential energy load at North Range or Campstool.
The Buyer acknowledges that any breach of this non-circumvent clause will result in irreparable harm to the Seller and agrees that the Seller shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.
This clause shall remain effective following the termination or expiration of this Agreement.
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If to Seller: |
[redacted] |
with a copy to: |
Loeb & Loeb LLP_ |
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| 6345 Park Avenue, New York, NY 10154 scohen@loeb.com; rporter@loeb.com
|
If to Buyer: | CSRE Properties Wyoming, LLC |
with a copy to (which shall not constitute notice): |
Cozen O'Connor 1717 Main Street, Suite 3100 Dallas, TX 75238 Attention: Steven P. Katkov, Esq. Email: skatkov@cozen.com |
or such other address as either party may from time to time specify in writing delivered to the other in accordance with this Section 13(a).
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* * * * * *
{Signatures Follow}
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date(s) written below next to their respective signatures.
SELLER:
Date: 05/08/2024 MineOne Wyoming Data Center LLC,
a Delaware limited liability company
By: /s/ Jiaming Li .
Name: Jiaming Li .
Its: Director .
BUYER:
Date: 05/08/2024 CSRE PROPERTIES WYOMING, LLC,
a Wyoming limited liability company
By: /s/ Zachary Bradford .
Name: Zachary Bradford .
Its: Chief Executive Officer .
EXHIBIT A
Depiction of the Real Property
North Range
Campstool