AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (“Restated Agreement”) is dated as of the 29th 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 (“Seller”), and CSRE PROPERTIES WYOMING, LLC, a Wyoming limited liability company, 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, Seller, as “Seller” and Buyer, as “Buyer”, are parties to that certain Purchase and Sale Agreement dated as of May 8, 2024 (as assigned, amended, tolled and modified from time-to-time, the “Original Agreement”), pursuant to which the “Seller” thereunder agreed to sell to the “Buyer” thereunder certain “Property” being generally two (2) discrete parcels of real property defined in the Original Agreement as “North Range” and “Campstool”.
WHEREAS, North Range is commonly known as 635 Logistics Drive, in the City of Cheyenne, Laramie County, Wyoming 82009, and is owned by Seller.
WHEREAS, North Range is subject to an Order of the President of the United States dated as of May 13, 2024 (“Presidential Order”) arising from an investigation of the Committee on Foreign Investment in the United States (“CFIUS”). The term “CFIUS Sale Approval Date” shall mean the date on which the Parties have received CFIUS approval for the transactions contemplated by this Restated Agreement in a manner consistent with, among other things, the requirements of Section 2(g) of the Presidential Order.
WHEREAS, the parties to the Original Agreement have determined to: (a) sever Campstool from the Original Agreement and enter into a separate agreement, which Seller and Buyer have negotiated to address the purchase and sale of Campstool separate and apart from that of North Range (“Campstool Agreement”), and (b) amend and restate the Original Agreement by this Restated Agreement such that, among other things, this Restated Agreement concerns only the purchase and sale of North Range separate and apart from that of Campstool.
WHEREAS, Buyer requires North Range to be serviced with electrical power of a minimum of 45 megawatts (“Minimum Power Requirement”).
WHEREAS, Seller desires to sell the Real Property (as hereinafter defined), and Buyer desires to purchase all of the Real 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) - (g) 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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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
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this Restated Agreement shall be deemed a waiver by Buyer of all unfulfilled conditions hereunder benefiting Buyer.
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For purposes of this Restated 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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If to Seller: | MineOne Wyoming Data Center LLC |
with a copy to: | Loeb & Loeb LLP |
If to Buyer: | CSRE Properties Wyoming, LLC |
with a copy to: | Cozen O’Connor |
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| Attention: Steven P. Katkov, Esq. |
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 Restated Agreement as of the date(s) written below next to their respective signatures.
SELLER:
Date: 05/29/2024 . MineOne Wyoming Data Center LLC,
a Delaware limited liability company
By: /s/ Jiaming Li .
Name: Jiaming Li .
Its: Director .
[Seller signature page to Amended and Restated Purchase and Sale Agreement – North Range]
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IN WITNESS WHEREOF, the Parties hereto have executed this Restated Agreement as of the date(s) written below next to their respective signatures.
BUYER:
Date: 05/29/2024 . CSRE PROPERTIES WYOMING, LLC,
a Delaware limited liability company
By: /s/ Zachary Bradford .
Name: Zachary Bradford .
Its: CEO .
BY EXECUTION HEREOF, THE UNDERSIGNED ESCROW HOLDER HEREBY COVENANTS AND AGREES TO BE BOUND BY THE TERMS OF THIS RESTATED AGREEMENT.
Date:______________ REPUBLIC TITLE OF TEXAS, INC.,
a Texas corporation
By: _____________________________________
Name: __________________________________
Its: __________________________________
[Buyer signature page to Amended and Restated Purchase and Sale Agreement – North Range]
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EXHIBIT A
Depiction of the Real Property
North Range
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