Sunteți pe pagina 1din 126

Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 1 of 16

UNITED STATES DISTRICT COURT


WESTERN DISTRICT OF TEXAS
PECOS DIVISION

JAKOV DOLIC, 20-cv-78


Civil Action No.: _______________

Plaintiff,

vs.

LAYER1 TECHNOLOGIES, INC.,

Defendant.

VERIFIED COMPLAINT

Plaintiff Jakov Dolic complains against Defendant Layer1 Technology, Inc. (“Layer1”)

and would respectfully show the Court as follows:

INTRODUCTION

1. West Texas’s wind turbines reliably produce the world’s least expensive energy,

but most Bitcoin miners would not think of operating here because the industrial computers used

to mine Bitcoin would run too hot in the Texas summers.

2. A successful Bitcoin miner, Plaintiff Jakov Dolic and his partner Ivan Kirillov

pioneered a liquid cooling system that can take advantage of affordable West Texas energy while

avoiding the overheating problems that would plague other Bitcoin miners.

3. Seeking access to Silicon Valley venture capital, Dolic co-founded Defendant

Layer1 Technologies, Inc. with Alexander Liegl, who falsely promised Dolic that he could raise

substantial investor funds for a large Bitcoin mining operation.

4. When Liegl failed to raise the investor funds he promised, Dolic ultimately

transferred $16.24 million of his own money directly to a third party seller for the purchase of a

1
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 2 of 16

power plant (the “Substation”) in Ward County and another $3.5 million of his own money directly

to the seller to fund an expansion of the Substation (the “Expansion”).

5. Dolic received nothing in return for the $19.74 million he wired to the seller for the

purchase of the Substation and the Expansion. Layer1 took legal title to the properties, and when

Dolic confronted Liegl over Liegl’s unauthorized and wasteful spending of Layer1’s funds—funds

that Dolic had provided—Liegl pressured Dolic out of the company.

6. Through this action, Dolic vindicates his rights to the properties that he bought

directly from the seller. Although Layer1 technically holds title, the Substation and the Expansion

rightfully and equitably belong to Dolic.

PARTIES

7. Plaintiff Jakov Dolic is a citizen of Germany and resident of Switzerland.

8. Defendant Layer1 is a Delaware Corporation with its principal place of business in

California. Layer1 can be served with citation through its agent, GKL Registered Agents of DE,

Inc., at 3500 South Dupont Highway, Dover, Delaware 19901.

JURISDICTION AND VENUE

9. This Court has diversity jurisdiction under 28 U.S.C. § 1332. Dolic is a citizen of

Germany and a resident of Switzerland. For diversity purposes, Dolic is a foreign citizen.

Defendant Layer1 is a Delaware Corporation with its principal place of business in San Francisco,

California. For diversity purposes, Layer1 is a citizen of Delaware and California. Thus, there is

complete diversity between the parties. The amount in controversy exceeds $75,000.

10. Venue is proper in this jurisdiction under 28 U.S.C. § 1391(b)(2) because a

substantial part of the events or omissions giving rise to the claim occurred here, and because a

substantial part of property that is the subject of the action is situated here.

2
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 3 of 16

11. This Court has specific personal jurisdiction over Layer1 because Layer1’s

conduct, including the purchase of the Substation and Expansion, and its anticipated sale of the

Substation, occurred here.

12. This court has in rem and quasi in rem jurisdiction because the Substation and

Expansion are located in this District.

FACTUAL ALLEGATIONS

13. Plaintiff Jakov Dolic (“Dolic”) is a successful bitcoin entrepreneur, who founded

Genesis Mining (www.genesis-mining.com) in 2013, when he first began to mine bitcoin. Genesis

Mining runs one of the world’s leading commercial bitcoin mining operations. It has facilities in

Iceland, Sweden, Kazakhstan & Bosnia-Herzegovina.

14. Investopedia explains that “Bitcoin mining is painstaking, costly and”—for most

investors—“only sporadically rewarding.” Indeed, most large scale attempts at bitcoin mining end

in significant losses. Dolic, however, has consistently achieved positive returns on his mining

operations.

15. Bitcoin mining requires tremendous amounts of computer processing power.

Consequently, successful Bitcoin mining requires, among other things, an inexpensive source of

electricity and a cool environment to offset the heat produced by the computer processors. This is

why commercial Bitcoin mining operations are typically conducted in locations such as Iceland,

where geothermal energy is available at a low price and the naturally cool climate is a boon for

counteracting the heat produced by the necessary computer processors.

16. In 2019, Dolic proposed the formation of a new company, for the mining of bitcoin

in the United States. Dolic had a novel concept: He would operate the company in locations like

Texas, where the world’s most affordable energy (e.g., from West Texas wind farms) is available.

3
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 4 of 16

Ordinarily, this would be an impossible place to mine bitcoin on an industrial level, because the

environment in Texas is too hot, and thus incompatible with the need to cool the computer

processors.

17. However, Dolic and his business partner, Ivan Kirillov, had developed a novel

liquid cooling technology that could be used to efficiently cool the containers housing the

computer processors, which would allow operations in Texas to function profitably, despite the

climate.

18. Dolic resides in Switzerland and Kirillov resides in Russia. Accordingly, Dolic

wanted to find a US business partner to assist with the operation. Dolic was particularly interested

in obtaining investments from Silicon Valley venture capitalists, so that he would not have to place

his own capital at risk. His contribution instead would include his extensive know-how and

experience, and his connections with leading suppliers of necessary equipment.

19. Dolic approached Alexander Liegl (“Liegl”) with his concept for a US Bitcoin

mining business. Liegl told Dolic that Liegl could raise significant funding from US venture

capitalists and meet the estimated capital requirement of $50,000,000 that was needed to achieve

the objective of such a mining business. Accordingly, Dolic and Liegl agreed to become the

primary co-founders of Layer1. Kirilov would also be a co-founder, although he would own a

smaller stake in the company.

20. When Layer1 was founded on June 21, 2019, Dolic was appointed its President,

Liegl was appointed its CEO, and Kirillov was appointed its Chief Technology Officer. Dolic and

Liegl were both members of the two person board of directors for Layer1.

21. At the same time that Layer1 was founded, Dolic, Liegl and Kirillov each purchased

common stock in the Company (which they referred to as the “Founders Shares”). Dolic purchased

4
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 5 of 16

4,250,000 common shares for $425. A limited liability company largely owned by Liegl (Layer1

Capital LLC) purchased 4,250,000 for $425. A company owned by Kirillov (Total Race)

purchased 500,000 common shares for $50. In addition, Blockbase Group DWC-LLC

(“Blockbase”) purchased 1,000,000 common shares for $100. Subsequently, XiaoKun

Technology Limited purchased 723,085 shares for $72.31.

22. On June 21, 2019, Dolic and Liegl flew to Ward County, Texas, to explore the

possibility of acquiring a substation—described as 30.332 acres of land including an electrical

substation constructed thereon with top rating normal capacity of 110 Megawatt (the

“Substation”)—to support Layer1’s bitcoin mining operations.

23. The owner/seller of the substation was Hodl Ranch I LP, a Texas Limited

Partnership (“Hodl Ranch”). Hodl Ranch told Dolic that it had other buyers interested in the

Substation, and that Hodl Ranch would require a $2 million non-refundable deposit to continue

discussions with Dolic and Liegl.

24. On July 2, 2019, Dolic wired $2,000,025.33 of his own money to Hodl Ranch as a

non-refundable deposit for the purchase of the Substation. Ex. 1 (account statement). If Dolic and

Liegl’s discussions with Hodl Ranch for the purchase of the Substation fell through, Dolic would

lose this entire amount, without recourse.

25. Because Liegl had not raised funds from any venture capitalists, Dolic and Liegl

agreed that Dolic would complete the purchase of the Substation himself, using his own funds.

They further agreed that after Liegl raised venture capital funding, Layer1 would reimburse Dolic.

26. On July 4, 2019, Dolic wired $14,240,025.35 of his own funds to Chicago Title

Insurance Company for the purchase of the Substation. Ex. 1 (account statement).

27. No other investor contributed to the purchase of the Substation.

5
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 6 of 16

28. Using Dolic’s funds, Layer1 purchased the Substation. Ex. 2 (Purchase and Sale

Contract between Hodl Ranch I, LP, a Texas Limited Partnership, as Seller and Layer 1

Technologies, Inc., a Delaware Corp., as Purchaser). Layer1 holds legal title to the Substation.

29. In addition to the Substation, Hodl Ranch also agreed to sell an expansion of the

electricity infrastructure to allow for another 50 megawatts of power capacity (the “Expansion”),

for an additional $7 million.

30. By October 2019, Liegl had still not raised funds from venture capitalists.

Accordingly, Dolic and Liegl agreed that Dolic would make the down payment on the Expansion,

and that Layer1 would reimburse him once it obtained venture capital funding.

31. October 11, 2019, Dolic wired another $3.5 million of his own money directly to

Chicago Title to pay for the Expansion. On information and belief, no other payments on the

Expansion have been made.

32. Using Dolic’s funds, Layer1 paid for the Expansion. Ex. 3 (Purchase and Sale

Contract between Hodl Ranch 1.5, LP, a Texas Limited Partnership, as Seller and Layer 1

Technologies, Inc., a Delaware Corp., as Purchaser). Layer1 holds legal title to the Expansion.

33. Throughout 2019 and 2020, Liegl failed to raise funds from venture capitalists,

despite the fact that Liegl’s representations that he could do so were the reason why he was brought

into Layer1 in the first instance. Instead, Liegl continued to ask Dolic to provide additional funding

to Layer1, which Dolic did, in the total amount of $6,493,244. Other than Dolic’s contributions,

Layer1 had no source of income or capital (with the possible exception of a $1 million loan from

an affiliated entity that Dolic also invested in, Layer1 Capital LLC). On information and belief,

Liegl never contributed any money of his own or raised any money from venture capitalists (with

6
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 7 of 16

the possible exception of the above-referenced loan). Any funding that was raised by Layer1 from

third-parties was through the efforts of Dolic.

34. On information and belief, Layer1’s only valuable assets are the Substation, the

part of the Expansion for which Dolic provided the $3.5 million, and equipment valued at no more

than $5 million.

35. By September 2020, Dolic had grown concerned that Liegl was not appropriately

utilizing the funds that Dolic was providing. In fact, Dolic later learned that Liegl had been paying

himself significant “consulting” fees without Dolic’s knowledge or authorization. Dolic said—in

Dolic’s capacity as a member of the Board, Layer1’s President, and the only investor contributing

any capital to Layer1—that Liegl should refrain from additional expenditures on consultants

without Dolic’s approval. Liegl ignored that instruction and continued to unilaterally expend

Layer1’s scarce capital on consultants and other expenses that Dolic had concluded were

unnecessary.

36. More troubling still, after Dolic and Liegl specifically agreed that Layer1 would

not retain Engineered Fluids (“BitCool”) as a consultant because BitCool would have a strong

incentive to misappropriate Layer1’s intellectual property if Layer1 shared such technology with

BitCool, Liegl unilaterally retained BitCool as a consultant, shared Layer1’s intellectual property

with BitCool, and informed Dolic only after the fact.

37. As a result, relations between Dolic and Liegl deteriorated.

38. The matter came to head on August 11, 2020, when Dolic asked that all of the

Founders provide one another with a list of their individual contributions to the company, as the

foundation for a discussion about the best path forward. In response, Liegl sent a vitriolic

7
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 8 of 16

electronic message to Dolic and numerous other Layer1 employees, in which Liegl said to Dolic,

“You contributed zero competency” and “Fraud is the false promises you bring to the company.”

39. These statements were patently false.

40. In response, Dolic sent an electronic message: “Alex Liegl thinks that I have

thrown the Company Layer1 back for months with my incompetency. So I will just leave the

company. I can’t live with such lies around me. Wish you all the best.”

41. Within minutes, Alex Liegl and Layer1 had cut off Dolic’s access to all aspects of

Layer1 including all access to company emails and documents. Shortly thereafter, Layer1

informed Dolic that due his separation from the company, he had forfeited approximately 75% of

common shares.

42. As a result, Dolic no longer was willing to provide ongoing additional cash

infusions to Layer1. On information and belief, this caused Layer1 to experience an acute cash

crisis. On information and belief, in response, Liegl formulated a plan to raise cash quickly: sell

the Substation at a fire sale price. On Monday, October 26, 2020, Liegl flew to Texas to have

urgent discussions with Hodl Ranch, Blockchain and Priority Power Management. On information

and belief, Liegl plans to sell the Substation for pennies on the dollar, with the intention of

completing the transactions before Dolic can protect his rights.

43. On information and belief, at the time of this filing, Liegl and Layer1 are attempting

to sell or dispose of Layer1’s putative legal title in the Substation. On information and belief,

Liegl and Layer1 intend to use the proceeds from the sale of the Substation for, among other things,

working capital of Layer1, including for expenses such as “consultants.”

44. But the Substation is not Layer1’s to sell. Dolic purchased the Substation and paid

for the Expansion, and Layer1 holds the Substation and Expansion in a purchase money resulting

8
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 9 of 16

trust on behalf of Dolic. Dolic brings this action to transfer title of the Substation to him, and for

an injunction preventing its sale.

COUNT I

Purchase Money Resulting Trust (Substation and Expansion)

45. Plaintiff repeats and re-alleges each of the foregoing paragraphs as if repeated here.

46. Dolic paid $16.24 million purchase price for the Substation by making payment

directly to the seller, and Layer1 took title to the Substation in its entirety.

47. Dolic paid $3.5 million of the $7 million purchase price for the Expansion by

making payment directly to the seller, and Layer1 took title to the Expansion in its entirety.

48. A purchase money resulting trust “is implied in law when someone, other than the

person in whose name title is taken, pays the purchase price of the property.” Osuna v. Quintana,

993 S.W.2d 201, 210 (Tex. Ct. App. 1999). When one party pays the purchase price but another

party takes title to the property, the law “presume[s]” that the titleholder holds the land in trust for

the payor. Cohrs v. Scott, 338 S.W.2d 127, 130 (Tex. 1960).

49. Layer1 did not compensate and/or did not materially compensate Dolic for the

Substation and Expansion that Dolic purchased.

50. Under the circumstances, it would be unjust to allow Layer1 to retain the benefit of

the Substation and Expansion that Dolic purchased.

51. Because Dolic paid for the Substation by making payment directly to the seller, and

because Layer1 took title to the Substation, the Substation is subject to a purchase money resulting

trust for Dolic’s benefit.

9
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 10 of 16

52. Because Dolic paid for the Expansion by making payment directly to the seller, and

because Layer1 took title to the Expansion, the Expansion is subject to a purchase money resulting

trust for Dolic’s benefit to at least the extent of 50% of the Expansion.

53. In October 2019, and at various times in 2020, Dolic received Series A Preferred

Shares that Liegl periodically caused Layer1 to issue to him, generally when he provided cash

funding to the company. But Dolic did not exchange his $19.74 million Substation and Expansion

for Preferred Shares. And even if Layer1 and Liegl intended to pay for some of the Substation and

Expansion using preferred shares, the fair market value of those shares is infinitesimal, especially

in relation to the vast sums Dolic paid for the purchase of the Substation and Expansion, and

therefore such Shares cannot discharge the purchase money resulting trust.

COUNT II

Quiet Title (Substation and Expansion)

54. Plaintiff repeats and re-alleges each of the foregoing paragraphs as if repeated here.

55. Dolic paid $16.24 million purchase price for the Substation by making payment

directly to the seller, and Layer1 took title to the Substation in its entirety.

56. Dolic paid $3.5 million of the $7 million purchase price for the Expansion by

making payment directly to the seller, and Layer1 took title to the Expansion in its entirety.

57. A purchase money resulting trust “is implied in law when someone, other than the

person in whose name title is taken, pays the purchase price of the property.” Osuna v. Quintana,

993 S.W.2d 201, 210 (Tex. Ct. App. 1999). When one party pays the purchase price but another

party takes title to the property, the law “presume[s]” that the titleholder holds the land in trust for

the payor. Cohrs v. Scott, 338 S.W.2d 127, 130 (Tex. 1960).

10
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 11 of 16

58. Layer1 did not compensate and/or did not materially compensate Dolic for the

Substation and Expansion that Dolic purchased.

59. Under the circumstances, it would be unjust to allow Layer1 to retain the benefit of

the Substation and Expansion that Dolic purchased.

60. Because Dolic paid for the Substation by making payment directly to the seller, and

because Layer1 took title to the Substation, the Substation is subject to a purchase money resulting

trust for Dolic’s benefit.

61. Because Dolic paid for the Expansion by making payment directly to the seller, and

because Layer1 took title to the Expansion, the Expansion is subject to a purchase money resulting

trust for Dolic’s benefit to at least the extent of 50% of the Expansion.

62. “A resulting trust vests the equitable title to the property in the beneficiary and this

equitable title is superior to the legal title held by the trustee.” 72 Tex. Jur.3d § 182 (2003).

63. Dolic has a specific interest in all of the Substation.

64. Dolic has a specific interest in at least 50% of the Expansion.

65. Title to the Substation is affected by a claim by Layer1.

66. Title to the Expansion is affected by a claim by Layer1.

67. Layer1’s claim to title of the Substation and Expansion is invalid and ineffective.

COUNT III

Breach of Fiduciary Duty

68. Plaintiff repeats and re-alleges each of the foregoing paragraphs as if repeated here.

69. As set forth above, Layer1 held that Substation and Expansion as a trustee on

behalf of Dolic.

11
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 12 of 16

70. A trustee owes a trust beneficiary an unwavering duty of good faith, fair dealing,

loyalty and fidelity over the trust's affairs and its corpus.

71. A trustee’s duty of loyalty prohibits the trustee from using the advantage of its

position to gain any benefit for itself at the expense of its trust and from placing itself in any

position where its self-interest will or may conflict with his obligations as trustee.

72. To the extent that Layer1 has sold or encumbered the Substation or the

Expansion, Layer1 has breached its duties of good faith, fair dealing, loyalty and fidelity by

gaining profit from the resulting trust at the expense of Dolic.

73. That breach has caused damage to Dolic in the amount that Dolic paid for the

Substation and Expansion.

74. To the extent that Layer1 maintains that it has provided compensation to Dolic in

the form of Series A Shares, Layer1 has breached its duties good faith, fair dealing, loyalty and

fidelity in that such Shares are less valuable than the Substation and the Expansion.

75. That breach has caused damage to Dolic in the amount of the difference between

the fair market value of the Series A Shares and the price Dolic paid for the Substation and

Expansion.

COUNT IV

Unjust Enrichment / Money Had And Received

76. Plaintiff repeats and re-alleges each of the foregoing paragraphs as if repeated

here.

77. Layer1 has received property in the form of the (1) Substation, (2) the Expansion,

(3) US dollars and bitcoin totaling $6,493,244. Layer1 was enriched by its receipt of the

foregoing property and money.

12
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 13 of 16

78. Plaintiff was impoverished by Layer1’s receipt of the foregoing property and

money.

79. Plaintiff either was not compensated and/or, in some instances, compensated only

with Series A Shares that were of minuscule value.

80. Layer1 obtained the foregoing property and money by taking undue advantage.

81. Under the circumstances, in equity and justice, the foregoing money and property

belongs to Plaintiff, and it would be unconscionable for Layer1 to retain them.

COUNT V

Declaratory Judgment (Substation and Expansion)

82. Plaintiff repeats and re-alleges each of the foregoing paragraphs as if repeated here.

83. The Declaratory Judgment Act permits a declaration of the “rights and other legal

relations of any interested party seeking such declaration, whether or not further relief is or could

be sought.” 28 U.S.C. § 2201.

84. A purchase money resulting trust “is implied in law when someone, other than the

person in whose name title is taken, pays the purchase price of the property.” Osuna v. Quintana,

993 S.W.2d 201, 210 (Tex. Ct. App. 1999). When one party pays the purchase price but another

party takes title to the property, the law “presume[s]” that the titleholder holds the land in trust for

the payor. Cohrs v. Scott, 338 S.W.2d 127, 130 (Tex. 1960).

85. Because Dolic paid for the Substation and Layer1 took title to it, Dolic is entitled

to a declaration that the Substation belongs to Dolic.

86. Dolic paid $3.5 million of the $7 million purchase price for the Expansion, and

Layer1 took title to the Expansion in its entirety. Dolic is therefore entitled to a declaration that

the Expansion belongs at least 50% to Dolic.

13
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 14 of 16

JURY DEMAND

87. Pursuant to Federal Rule of Civil Procedure 38, Plaintiff demands a trial by jury of

all issues triable of right by a jury.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff Dolic prays for judgment against the Defendant as follows:

(1) Preliminary and permanent injunctive relief against the Defendant and its officers,

agents, servants, employees, affiliates, successors, assigns, and all persons acting

in concert or participation with them, from selling or otherwise disposing of the

Substation and Dolic’s 50% interest in the Expansion;

(2) For an order imposing a purchase money resulting trust on the Substation and

Expansion for the benefit of Dolic;

(3) For an order divesting Layer1’s title in the Substation and vesting title in the

Substation in Dolic;

(4) For an order divesting Layer1’s title in the Expansion in the amount of at least 50%

and vesting title in the Expansion at least 50% in Dolic;

(5) For a declaration that the Substation belongs to Dolic;

(6) For a declaration that the Expansion belongs at least 50% to Dolic;

(7) For attorneys’ fees, costs, and expenses as permitted by the governing law; and

(8) Such other and further relief as the Court may deem proper.

14
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 15 of 16
Case 4:20-cv-00078 Document 1 Filed 10/30/20 Page 16 of 16

Dated: October 30, 2020 MAYER BROWN LLP

By: /s/ Robert Harrell


Robert Harrell
Texas Bar No. 09041350
MAYER BROWN LLP
700 Louisiana Street, Suite 3400
Houston, Texas 77002
Telephone: (713) 238-2700
Email: rharrell@mayerbrown.com

Alex Lakatos (pro hac vice forthcoming)


District of Columbia Bar No.
MAYER BROWN LLP
1999 K Street, N.W.
Washington, D.C. 20006
Telephone: (202) 263-3000
Fax: (202) 263-3300
Email: alakatos@mayerbrown.com

William E. Berry, Jr.


Texas Bar No. 24006841
Cotton, Bledsoe, Tighe, and Dawson, PC
P.O. Box 2776
Midland, Texas 79702
Telephone: (432) 684-5782
Email: bberry@cbtd.com

Attorneys for Jakov Dolic

16
Case 4:20-cv-00078 Document 1-1 Filed 10/30/20 Page 1 of 3

EXHIBIT 1
Plaintiff’s Bank Statement
Case 4:20-cv-00078 Document 1-1 Filed 10/30/20 Page 2 of 3
      
 

    

 
       
   

       

      


      

       

 
   
 
   
  
Case 4:20-cv-00078 Document 1-1 Filed 10/30/20 Page 3 of 3
    
 

    

 
  
    

  
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 1 of 55

EXHIBIT 2
Purchase and Sale Agreement
for Substation
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 2 of 55

Execution Version

PURCHASE AND SALE CONTRACT

BET\ryEEN

HODL RANCH ro LP,


a Texas limited partnership

AS SELLER

AND

LAYER1 TECHNOLOGIES INC.


a l)elaware corporation

AS PURCHASER

Pyote, Texas

Pu¡chase and Sale Contract (Phase I -Layerl Tech)


Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 3 of 55

TABLE OF CONTENTS

ARTICLE I DEFINED TERMS


ARTICLE II PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT 1

2.1 Purchase and Sale I


2.2 Purchase Price and Deposit... 1

ARTICLE III FEASIBILITY PERIOD ........


3.1 Feasibility Period
3.2 Expiration of Feasibility Period
3.3 Conduct of Investigation..
3.4 Purchaserlndemriifrcation
3.5 PropertyMaterials............
ARTICLE IV TiTLE
4.1 TitleDocuments;Suruey......,.........
4.2 Objection and Response Process
4.3 Permitted Exceptions
4.4 Subsequently Disclosed Exceptions.........
ARTICLE V CLOSING ...............
5.1 ClosingDate...........
5.2 Seller Closing Deliveries
5.3 Purchaser Closing Deliveries.
5.4 Closing Prorations arrd Adjustments.
5.5 Possession
5.6 Post-Closing Adjustments.................
ARTICLE VI REPRESENTATIONS AND WARRANTIES
OF SELLER AND PURCI]ASER.............
6.1 Seller'sRepresentations...................
6.2 AS-IS........
6.3 Survival of Seller's Representations
6.4 Definition of Seller's Knowledge........
6.5 Representations and Warranties of Purchaser....
ARTICLE VII FEA AND WATER SUPPLY AGREEMENT.
7.1 FEA Cooperation by Purchaser
7.2 Water Supply Agreement Cooperation
ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING
8.1 Purchaser's Conditions to Closing..
8.2 Seller's Conditions to Closing
ARTICLE IX NO BROKERAGE ............
9.1 Indernnity

-1-
Purchase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 4 of 55

ARTICLE X DEFAULTS AND REMEDIES .................1 8

10. I Purchaser Default...... .................1 8


10.2 Seller Defàult .................1 8
10.3 No Special or Consequential Damages........... ................. l9

ARTICLE XI RISK OF LOSS OR CASUALTY................... ................, l9


11.1 Major Damage ................. l9
lI.2 Minor Damage .................20
1 1.3 Closing .................20

ARTICLE XII EMiNENT DOMAIN .................20

12.1 Emirrent Domarn .................20

ARTICLE XIII MISCELLANEOUS .................20

13.1 Binding Effect of Contract ........'.....,,.20


13.2 Exhibits and Schedules ............... .................21
13.3 Assignability .............. .........'.,,..,'21
13.4 Captions ,,........''...,.21
13.5 Number and Gender of Words.... .................21
13.6 Notices .,......,.,.,.,..21
13.7 Governing Law and Venue......... .................22
1 3.8 Entire Agreement .................22
13.9 Amendments ............ .................22
13.1 0 Severability .................23
13.11 Multiple Counterparts/Elechonic Signatures. ......'.,....,,,.23
13.12 Construction
13.13 Confidentiality
13.14 Time of the Essence
13.15 Waiver......
13.1 6 Attomeys' Fees ..........
13.17 Time ZonelTime Periods
13.1 8 Like-Kind Exchange Cooperation Clause
13.19 No Personal Liability of Officers, Trustees or Directors......
13.20 Exclusive Negotiations ............
t3.21 ADA Disclosure.........
13.22 No Recording..............
13.23 Relationship of Parlies
13.24 Waiver of Trial by Jury-.....
13.25 Survival
t3.26 State Specift. pto"i.i"*.........

-ll-
Purchase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 5 of 55

EXHIBITS

ExhibitA - Legal Description


ExhibitB - Form of Special Waranty Deed
ExhibitC - Form of Bill of Sale and General Assignrnent
ExhibitD - Form of Assignments of Easements
Schedule I - Defined Terms
Schedule 3.5 - List of Materials

-111-
Purchasc and Sale Contract (Phase I -Layerl Tcch)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 6 of 55

PURCHASE AND SALB CONTRACT

THIS PURCHASE AND SALE CONTRACT (this "Co41!rac!") is entered into effective
as of the Effective Date, by and between HODL RANCH I, LP, a Texas lirnited partnership
(..sgl!q,,),arrdLAYER1TBCHNoLoGIES,INC.,aDelawarecorporation(..@,'),
BACKGROUND

A. Seller is the owner of certain improved real estate containing approximately 30.332
acres located in Ward County, Texas, consisting of three tracts of land more particularly described
in Exhibit A attached hereto and made a part hereof, including the eleckical substation constnicted
thereon with top-rated normal operating capacity of 110 MVA, the transmission line connecting
such substation to the electric grid and the other rights and property constituting the Property.

B. Purchaser desires to purchase, and Seller desires to sell, such land and
improvements and other assets described herein and assign Seller's rights in certain propefy
associatedwith the land including the FEA, the Water Supply Agreement, the Ancillary Easements
and Electricity Agreement (and to cause the Seller Joincler Parties to assign their rights in any such
property to Purchaser, as applicable), all on the terms and conclitions set forth below.

C. Concunent with execution of this Contract, Seller or its affiliate and Purchaser have
entered into a purchase and sale contract related to an aclditional tract of land located in Ward
County, Texas (the "Phase 1.5 Contract"), on which an electricity substation with transfomer
capacityofatleast50MVAwillbeconstructedbySel1eroritsaffi1iate(the..M
Substation").

NOW, TI{EREFORE, in consideration of mutual covenants set forth herein, Seller and
Purchaser hereby agree as follows:

ARTICLE I
DEFINBD TERMS

Unless otherwise defined herein, any term with its initial letter capitalized in this Contract
has the meaning set forth in Schedule I attached hereto and made a part hereof.
ARTICLE II
PURCHASE AND SALE, PURCIIASE PRICE & DEPOSIT

2.1 Purchase and Sale- Seller agrees to sell and convey to Purchaser the Property and
Purchaser agrees to purchase the Property from Seller, all in accordance with the tetms and
conditions set forth in this Contract.

2.2 Purchase Price and Deposit. The total purchase price for the Property is Sixteen
Million Two Hundred Forty Thousand and No/100 Dollars ($16,240,000.00) ("Purchase Price"),
subiect to reduction in accordance with Section 2.2.4.1 and to other adjustments and credits as
provided herein, and payable by Purchaser, as follows:

1
Purchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 7 of 55

2.2.1 Prior to the Effective Date, Purchaser has deliverecl to Seller, and Seller
hereby acknowledges receipt of, Two Milliori and No/100 Dollars ($2,000,000.00) (the
..',)bywiretransferofGoodFunds.Subjectonlyto
Section 10.2, the Independent Contract Consideration is non-refundable for all purposes but
applicable to the Purchase Price at Closing.

2.2.2 Prior to the Effective Date, Purchaser has delivered to Chicago Title
lnsuranceCompany(..EscrowAgent,,or..@I,')adeposit(the..SecondaryDeposit',)
of Fourteen Million Two Hundred Forty Thousand and No/100 Dollars ($14,240,000.00) by wire
transfer of Good Funds. The Secondary Deposit together with all interest earned on such amounts
is referred to as the "&pS!!".

2.2.3 The Deposit shall be held and disbursed in accordance with the escrow
provisions set forth in this Section 2.2.

2.2.4 In the event of a termination of this Contlact for any reason,


the Deposit
shall be returned to Purchaser by the Escrow Agent and, except in the limited circumstance
described in Section 10.2, Seller shall retain the Independent Contract Consideration. Conditioned
upon the occurrence of Closing, the Deposit will be released by Escrow Agent to Seller on the
Closing Date and applied against the Purchase Price.

2.2.5
Escrow Agent shall hold the Deposit and make delivery of the Deposit to
the Party entitled thereto under the terms of this Contract. ln the event of any discrepancy between
the terms of this Contract and that Escrow Agreement entered into by and among Escrow Agent,
Purchaser and Seller dated July 3, 2019 (the "Initial Escrolv Agreement"), the terms of this
Contract shall prevail. Escrow Agent shall invest the Deposit in such short-term, high-grade
securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of
deposit or bank repurchase contracts as Purchaser shall direct, and all interest and income thereon
shall become part of the Deposit and shall be remitted to the Party entitled to the Deposit pursuant
to this Contract. The tax identification numbers of the Parties shall be furnished to Escrow Agent
upon request.

2.2.6 If, prior to the occuffence of Closing,


either Parly makes a written demand
upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the
other Party of such demand in accordance with Section 13.6. If Escrow Agent does not receive a
written objection from the other Parly (or its attorney) to the proposed payment within five (5)
Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such
payment. If Escrow Agent does receive such written objection within such five (5) Business Day
period, then Escrow Agent shall continue to hold such amount until otherwise directed by written
instructions from the parties to this Contract or a final judgment or arbitrator's decision. Flowever,
Escrow Agent shall have the right at any time to deliver the Deposit, and interest thereon, if any,
with any federal court located in Dallas County, Texas. Escrow Agent shall give prompt written
notice of such delivery of the Deposit to Seller and Purchaser. Upon such deposit, Escrow Agent
shall be relieved and discharged of all further obligations and responsibilities hereunder. Seller
and Purchaser agree that the Independent Contract Consideration has been bargained for
as consideration for Seller's execution and deliverv of this Contract and for Purchaser's right
of review. inspection and termination. and is independent of anv other consideration or

2
Purchase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 8 of 55

pavment provided for in this Contract and. notwithstanding anvthine to the contrarv
contained herein. the In denendent Consideration is non-refundable excent as nrovided in
Section 10.2. and shall he retained bv Seller in all other events and ed to the Purchase
Price at Closins.

2.2.1
The parties acknowledge that Escrow Agent is acting solely as a stakeholder
at their request and for their convenience, and that Escrow Agent shall not be deemed to be the
agent of either of the parties and shall not be liable for any act or omission on its part unless taken
or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Seller
and Purchaser jointly and severally shall indentnify and hold Escrow Agent harmless from and
against all costs, claims and expenses, including reasonable attorney's fees, incurred in connection
with the performance of Escrow Agent's duties hereunder, except with respect to actions or
omissions taken or suifered by Escrow Agent in bad faith, in willful disregard of this Contract or
involving gross negligence on the part of the Escrow Agent.

2.2.8
The parties shall deliverto Escrow Agent an executed copy of this Contract.
Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall
confirm Escrow Agcnt's agreement to comply with the terms of the closing instruction letters of
Seller and Purchaser delivered at Closing and the provisions of this Section 2.2; provided,
however, that the signature of Escrow Agent will not be necessary to amend any provision of this
Contract other than this Section 2.2.

2.2.9 Escrow Agent, as the person responsible for closing the transaction within
the meaning of Section 60a5(e)(2)(A) of the Intemal Revenue Code of 1986, as amended (the
"@"), shall file all necessary infbrmation, reporls, Íetums, and statements regarding the
transaction required by the Code including, but not limited to, the tax reports required pursuant to
section 6045 of the code' Further, Escrow Agent agrees to indemnitr and hold Purchaser, seller'
and their respective attorneys and brokers harmless from and against any Losses resulting from
Escrow Agent's failure to file the reports Escrow Agent is required to file pursuant to this Section.

2.2.10 The provisions of this Section 2.2 shall survive the terrnination of this
Contract, and, if not so terminated, the Closing and delivery of the Deed to Purchaser.

ARTICLE III
FEASIBILITY PERIOD

3.1 Feasibility Period. Subjectto the terms of Sections 3.3 and3. ,fromthe Effective
Date until the occurence of Closing (the "Feasibility Period"), Purchaser, and its agents,
contractors,engineers,Su1veyorS,attomeys,andemployees(collective1y,..@',)shal1,at
no cost or expense to Seller, have the right from tirne to time to enter onto the Property to conduct
and make any and all
customary studies, tests, examinations, inquiries, inspections and
investigations of or concerning the Property, review the Materials and otherwise conf,trm any and
all matters which Purchaser may reasonably desire to confirm with respect to the Properly and
Purchaser's intended use thereof (collectively, the "I!$Iec1!!onq").

3.2 Expiration of Feasibility Period. If any of the matters in Section 3.1 or any other
title or survey matters are unsatisfactory to Purchaser for any reason, or for no reason whatsoever,

J
Purchasc and Sale Contlact (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 9 of 55

in Purchaser's sole and absolute discretion, then Purchaser sliall have the right to terminate this
Contract by giving written notice to that effect to Seller and Escrow Agent no later than 5:00 p.m.
on the date of expiration of the Feasibility Period. If Purchaser provides such notice, this Contract
shall terminate and be of no further force and effect subject to ancl except for the Survival
Provisions, and Escrow Agent shall retum the Deposit to Purchaser, and Seller shall retain the
Independent Contract Consideration. If Purchaser fails to provide Seller with written notice of
termination prior to the expiration of the Feasibility Period, Purchaser's right to terminate under
this Section 3.2 shall be permanently waived and this Contract shall remain in full force and effect,
the Deposit shall be non-refundable (except as expressly provided in this Contract), and
Purchaser's obligation to purchase the Property shall be conditional only as specifically provided
in this Contract.

J.J Conduct of Invesfisation. Purchaser shall not permit any mechanics' or


materialmen's liens or any other liens to attach to the Proper-fy by reason of the performance of
any work or the purchase of any materials by Purchaser or any other party in connection with any
Inspections conducted by or for Purchaser. Purchaser shall give reasonable advance notice to
Seller prior to any entry onto the Property and shall permit Seller to have a representative present
during all lnspections conducted at the Property. Purchaser shall take all reasonable actions and
implement all protections reasonably necessary to ensure that all actions taken in connection with
the Inspections, and all equipment, materials and substances generated, used or brought onto the
Properly pose no material threat to the safety of persons, propefty or the environment. Neither
Purchaser nor Purchaser's Consultants will communicate directly with any goveñImental authority
regarding the Property without the prior written approval of Seller, which approval shall not be
unreasonably withheld, and with, at Seller's option, the accompaniment by Seller.
Notwithstanding the foregoing, Seller's prior approval shall not be required as a condition to
discussions between Purchaser and representatives of Ward County, Texas or any other
governmental subdivisions having jurisdiction over the Property as may be appropriate to perform
Purchaser's diligence and determination of whether to purchase the Property, but specifically
excluding the University of Texas Board of Regents and related entities.

3.4 Purchaser nification.

Purchaser shall indemnify, hold harmless and, if requested by Seller (in


3.4.1
Seller's sole discretion), defend (with counsel approved by Seller) Seller, together with Seller's
aff,rliates, parent and subsidiary entities, successors, assigns, partners, managers, members,
employees, offîcers, directors, trustees, shareholders, counsel, representatives, and agents
(col1ectively,includirrgSeller,..@',),fromandagainstanyandall
damages, mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands,
actions, causes of action, claims, costs and expenses (including reasonable attorneys' fees)
(collectively, "LgË")
arising from or related to Purchaser's of its Consultants' entry onto the
Property, and any Inspections or other acts by Purchaser or Purchaser's Consultants while on the
Property prior to Closing; provided, however, that Purchaser shall not be obligated to indemnify
any of the Seller's Indemnified Pafties from any Losses attributable to Purchaser's discovery of
any hazardous substances or other environmental conditions on or about the Property except to the
extent the acts of Purchaser or its Consultants exacerbate the same.

4
Pu¡chase and Salc Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 10 of 55

3.4.2
Notwithstanding anything in this Contract to the contrary, Purchaser shall
not be permitted to perform any vapor intrusion testing, indoor air quality testing, or invasive tests
on the Property (including, without limitation, drilling, taking core samples and a Phase II
environmental study of the Property) without Seller's prior written consent, which consent may be
withheld in Seller's reasonable discretion. Further, Seller shall have the right, without limitation,
to disapprove any Phase lI or other invasive tests. No consent by Seller to any such activity shall
be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. lf Closing
does not occur, Purchaser hereby agrees to restore, at Purchaser's sole cost ancl expense, any
damages caused by Purchaser's or its Consultant's activities on the Property to as near as practical
the same condition existing immecliately prior to Purchaser's exercise of its rights pursuant to this
Article lll Prior to enffy on the Property, Purchaser shall maintain or cause its third-party
consultants who enter the Property to maintain with respect to each individual entering onto the
Property on behalf of Purchaser during the Feasibility Period (a) commercial general liability
insurance with coverages of not less than $ 1,000,000.00 for injury or death to any one person and
$2,000,000.00 for injury or death to more than one person and $1,000,000.00 with respect to
property damage, and (b) worker's compensation insurance for all of their respective employees
in accordance with the law of the state in which the Property is located. Purchaser shall name Seller
as an additional ínsured on the foregoing insurance policies specified in subsection (a) and (b)
above and such policies shall state that they are primary and non-contributory with any insurance
maintainecl by Seller. Purchaser shall deliver proof of the insurance coverage required pursuant to
this Section 3.4.2 to Seller (in the form of a certif,tcate of insurance) prior to Purchaser's or
Purchaser's Consultants' entry onto the Plopefty.

3.5 Propertv Materials.

3.5.1
On or before three (3) business days after the Effective Date, Seller agrees
to provide to Purchaser the documents set forth on Schedule 3.5 (together with any other
documents or information provided by Seller or its agents to Purchaser with respect to the Property,
the "!þ¡erþþ"). At Seller's option and within the foregoing time period, Seller may deliver some
or all of the Materials to Purchaser, or make the same available to Purchaser on a secure web site
(Purchaser agrees that any item to be delivered by Seller under this Contract shall be deemed
delivered to the extent available to Purchaser on such secured web site).

3.5.2
In providing the Materials to Purchaser, other than Seller's Representations,
Seller makes no representation or warranty, express, rvritten, oral, statutory, or implied, and all
such representations and warranties are hereby expressly excluded and disclaimed. All Materials
are provided for informational purposes only. Recognizing that the Materials delivered or made
available by Seller pursuant to this Contract may be prepared by third parties, Seller shall have no
liability or responsibility for the accuracy of such Materials. Purchaser shall not in any way be
entitled to rely upon the Materials and will instead in all instances rely exclusively on its own
Inspections and Consultants, and the Seller's Representations with respect to all matters which it
deems relevant to its decision to acquire, owll and operate the Property.

3.5.3 Upon termination of this Contract by Purchaser, Purchaser shall promptly


return or destroy all tangible copies of the Materials to Seller, and Purchaser shall certify to Seller
the destruction or deletion of all digital or tangible copies of the Materials not retumed to Seller.

5
?u¡chase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 11 of 55

ARTICLB IV
TITLE

4.1 Title Documents; Survev. Not later than September 17,2019, Seller shall cause
to be delivered to Purchaser a standard form commitment for title insurance ("Title
Commitment") to provide a TLTA owner's title insurance policy (Form T-1) for the Property in
an amount equal to the Purchase Price (the "Title Policy"), together with legible copies of all
instruments identifìed as exceptions therein (together with the Title Commitment, refered to
hereirrasthe..@',).Not1atertlranSeptember13,2019,Sel1ershalldeliverto
Purchaser a signed and sealed copy of the Survey ancl drawings of the Ancillary Easements (to the
extent shown on the Ancìllary Easements). Purchaser, at its sole expense, may obtain current lien
searches conducted on Seller and the Seller Joinder Parties that will convey personal property to
Purchaser in connection with this Contract along with copies of any lien frlings disclosed thereon
(the "U€tlßeports"). Seller will also deliver to Purchaser within ten (10) days after the Effective
Date, the Declaration of Reciprocal Easements and Restrictions for HODL Ranch (the
"DS!41[q") that will be recordecl as a title encumbrance against the Property on or before the
Closing Date. Seller shall be responsible only for payment of the basic premium for the Title Policy
ancl any costs for issuance of the Title Corrmitment. Purchaser shall be solely responsible for
payment of all costs for any modifications or endorsements to the Title Policy requested by
Purchaser.

4.2 Obiection and se Process. On or before the date which is ten (10) days
after receipt of the later of the Title Docurnents, the Declaration and Survey (the "Obiection
Deadline"), Purchaser shall give written notice (the "Obiection Notice") to Seller of any matter
set forth in the Title Docurnents, Survey or UCC Reports to which Purchaser objects (the
"Q_Þj@"). If Purchaser fails to tender an Objection Notice on or before the Objection
Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to
any matters covered by the Title Documents. On or before five (5) days after receipt of the
Objections (the "Response Deadline"), Seller may, in Seller's sole discretion, give Purchaser
notice (the "Response Notice") of those Objections which Seller is willing to cure, if any. If Seller
fails to deliver a Response Notice by the Response Deadline, Seller shall be deemed to have elected
not to cure or otherwise resolve any matter set forth in the Objection Notice. If Purchaser is
dissatisfied with the Response Notice or the lack of Response Notice, Purchaser may, as its
exclusive remedy, exercise its right to terminate this Contract prior to the later of (a) ten ( I 0) days
after the Response Deadline, or (b) the expiration of the Feasibility Period in accordance with the
provisions of Section 3.2. If Purchaser fails to timely exercise such right, Purchaser shall be
deemed to accept the Title Documents with resolution, if any, of the Objections set forth in the
Response Notice (or if no Response Notice is tendered, without any resolution of the Objections)
and without any reduction or abatement of the Purchase Price. Seller shall be required to cure,
whether or not objected to by Purchaser, all (a) monetary liens, (b) matters appearing on Schedule
C of the Title Commitment or any update thereof that are solely in the control of Seller, and (c)
alty encumbrances created after the Effective Date by Seller without Purchaser's express prior
written consent (the "Must Cure ltems"). From and after the Effective Date, Seller shall not
câuse or permit any liens or other encumbrances (other than the Declaration) to be recorded against
the Property or transfer any interest in the Property to any third party prior to Closing.

6
Pu¡chase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 12 of 55

4.3 Permitted Exceptions. The Deed delivered pursuant to this Contract shall be
subjecttotliefollowing,allofwhichshallbedeemed..@,,(providedthatonly
recorded instruments shall be included on Exhibit B to the Deed):

4.3.1 All matters shown in the Title Documents, other than (a) those Objections,
if any, which Seller has agreed to cure pursuant to the Response Notice under Section 4.2, (b) taxes
due and payable with respect to the taxing period preceding Closing, (c) the standard exception
regarcling the rights of parties in possession, (d) the standard exception pertaining to taxes and
assessments, which shall be limited to taxes and assessments payable in the year in which the
Closing occurs and subsequent taxes and assessments, (e) any exception for oral or unrecorded
leases or rights of tenants in possession thereunder or visible and apparent easements, and (f) any
Must Cure Items;

4.3.2 Applicable zoning and governmental regulations and ordinances; and

4.3.3 The Declaration; and

4.3.4 Any defects in or objections to title to the Properfy, or title exceptions or


encumbrances, arisiug by, through or under Purchaser.

4.4 Subsequently Disclosed Exceptions. tf, at any time after the effective date of the
initial Title Commitment provided to Purchaser, any update to the Title Commitment or any update
to the Survey discloses any additional item which was not disclosed on any version of or update
to the Title Commitment previously clelivered to Purchaser (the "\[gyèggl@"), Purchaser
shall have a period of five (5) business days from the date of its receipt of such update (the "þ
Exception Review Period") to review and notify Seller in writing of Purchaser's approval or
disapproval of the New Exception. If Purchaser disapproves of the New Exception, Seller may,
in Seller's sole discretion, notify Purchaser as to whether it is willing to cure the New Exception
prior to the Closing Date. If Seller fails to deliver a notice to Purchaser within three (3) days after
the expiration of the New Exception Review Period, Seller shall be deemed to have elected not to
cure the New Exception. If Purchaser is dissatisfied with Seller's response, or lack thereof,
Purchaser may, as its exclusive remedy elect either: (a) to tetminate this Contract, in which event
the Deposit shall be promptly returned to Purchaser or (b) to waive the New Exception and proceed
with the transactions contemplated by this Contract, in which event Purchaser shall be deemed to
have approved the New Exception. If Purchaser fails to notify Seller of its election to temrinate
this Contract in accordance with the foregoing sentence within six (6) days after the expiration of
the New Exception Review Period, Purchaser shall be deemed to have elected to approve and
irrevocably waive any objections to the New Exception. Notwithstanding the foregoing, if any
encumbrance or other matter affecting title to the Property is executed, voluntarily created,
recorded or becomes effective after the Effective Date at no fault of Purchaser and without
Purchaser's express prior written consent, such event shall be a Seller default, and with respect to
any such default, Purchaser shall have all the rights and remedies provided to Purchaser in Section
10.2.

7
Pu¡chase and Sale Contract (Phase I -Layerl Tcch)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 13 of 55

ARTICLE V
CLOSING

5.1 Closing Date. The Closing shall occur on the date acceptable to Purchaser and
Seller, but no later than October 10,2019 (tlie "Closing Date") through an escrow with Escrow
Agent, whereby Seller, Purchaser and their attomeys need not be physically present at the Closing
and may deliver documents by ovemight air courier or other means.

5.2 Seller Closing Deliveries. On or before the Closing Date, Seller, at Seller's sole
cost and expense, shall deliver to Escrow Agent (for delivery to Purchaser upoll the Closing), each
of the following items executed by Seller or the respective parties thereto, as applicable:

5.2.1 The Deed;

5.2.2 The Bill of Sale and General Assignrnent executed by Seller and the
applicable Seller .loinder Parties;

5.2.3 An assignrnent
in form reasonably acceptable to Purchaser and Seller of the
FEA (as amended) executed by Autonornous Oil, LLC;

5.2.4 An assignment of the Oncor Easement, executed by Seller in the forrn


attached hereto as Exhibit D, under which Seller shall assign its rights under the Oncor Easement
to Purchaser;

5.2.5 An assignment of the Access Easement and Power Lines Easement in the
form attached hereto as Exhibit D, under which SBX Autonomous, LLC shall assign its rights
under the Access Easement (partial assignment) and/or Power Lines Easement (complete
assignment) to Purchaser, or altematively, if tþe University of Texas Board of Regents prefers, a
sepârate new easement to Purchaser on in form and substance reasonably acceptable to Purchaser
Purchaser and Seller covering the rights set forth in the Access Easement aud/or Power Lines
Easement and sufficient for the Title Company to insure Purchaser's easement estate created
thereby;

5.2.6 Either apaftial


assignment in form reasonably acceptable to Purchaser and
Seller of the Water Supply Agreement executed by SBX Autonomous, LLC or a new Water Supply
Agreement fiom Felix Water, LLC consistent with the existing Water Supply Agteement
applicable only to the Property, under which assignment or new agreement, Purchaser will have
the right (but not the obligation) to purchase up to 650 barrels of water per day fi'om Felix Watet,
LLC;

5.2.'7 A title affidavit or an indemnity form reasonably acceptable to Seller, which


is suff,rcient to enable Title Insurer to delete the removable standard pre-printed exceptions to the
title insurance policy to be issued pursuant to the Title Commitment;

status (and the non-foreign status of


5.2.8 A certifîcation of Seller's non-foreign
any Seller Joinder Party conveying real propefty to Purchaser) pursuant to Section 1445 of the
Intemal Revenue Code of 1986, as amended; and

8
Purchase and Sale Contract (Phase l-Laycrl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 14 of 55

5.2.9 Resolutions, certificates of good standing, and such other organizalional


documents as Title Insurer shall reasonably require evidencing each Seller's and Seller Joinder
Pafty's authority to consummate this transaction.

5.3 Purchaser Closing Deliveries. On or before the Closing Date, Purchaser shall
deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items
executed by Purchaser, as applicable:

5.3.1 The portion of the Purchase Price set forth in Section 2.2.5 (with credit for
the lndependent Contract Consideration and the Deposit), plus or minus the adjustments or
plorations required by this Contract;

5.3.2 The Bill of Sale and General Assignment;

5.3.3 An assignment of the FEA in forrn reasonably acceptable to Purchaser and


Seller;

5.3.4 An assignment of the Oncor Easement in the form of Exhibit D;


5.3.5 An assignment in the fbrm of Exhibit D of the Access Easement ancl/or
Power Lines Easernent, or new easements from the University of Texas Board of Regents covering
such rights;

5.3.6
Either a partial assignment in form reasonably acceptable to Purchaser and
'Water
Seller of the Water Supply Agreement or a new Supply Agreement in form reasonably
acceptable to Purchaser and Seller from Felix'Water, LLC, as applicable; and

5.3.7 Resolutions, certifrcates of good standing, and such other organizational


documents as Title Insurer shall reasonably require evidencing Purchaser's authority to
consummate this transaction.

5.4 Closing Prorations and Adiustments.

5.4.1 General. Al1 normal and customarily proratable items related to the
Property shall be prorated as of the Closing Date, Seller being charged or credited, as appropriate,
tbr all of the same attributable to the period up to the Closing Date (and credited for any amounts
paid by Seller attributable to the period on or after the Closing Date, if assumed by Purchaser and
subject to Seller providing sufficient evidence ofsuch payment and Purchaser's express approval
of the amount of such credit) and Purchaser being responsible f.or, and credited or charged, as the
case may be, for all of the same attributable to the period on and after the Closing Date. If any
such items relate to the Property jointly and together with other property being retained by Seller,
the Parties shall make an equitable adjustment thereof. All prorations ancl adjustments made
pursuant to this Section 5.4 (other than pursuant to Section 5.6 shall be the "Closing Date
Adjustments").

and final billings for utilities will be made


5.4.2 Utilities. The final readings if
possible as of the day before the Closing Date, in which case Seller shall pay all such bills and no
proration shall be made at the Closing with respect to utility bills. Othetwise, a proration shall be

9
?urchase and Sale Contract (Phasc l-Layerl Tcch)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 15 of 55

made based upon the pafties' reasonable good faith estimate. Seller shall be entitled to the return
of any deposit(s) posted by it with any utility company, and Seller shall notify each utility company
serving the Property to terminate Seller's account, effective as of noon on the Closing Date.

5.4.3 Real Estate Taxes. Any real estate ad valorem or similar taxes for the
Property, or any installment of assessments payable in installments which installment is payable
in the calendar year of Closing, shall be prorated as of the Closing Date, based upon actual days
involved. The proration of real property taxes or installments of assessments shall be based upon
the assessed valuation and tax rate figures (assuming payment at the earliest time to allow for the
maximum possible discount) for the year in which the Closing occurs to the extent the same are
available; provided, however, that in the event that actual figures (whether for the assessed value
of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the
proration shall be made using figures from the preceding year (assuming payment at the earliest
time to allow for the maximum possible cliscount). The proration of real propefiy taxes or
installments of assessments shall be fural and not subject to re-adjustment after Closing. Any roll
back taxes arising as a result of any change in use of the Property occurring prior to the Closing
shall be and remain the obligation of Seller and shall be paid by Seller on or before the date due.

5.4.4 lnsurance. No proration shall be made in relation to insurance premiums


and insurance policies will not be assignecl to Purchaser except as otherwise provided in Article
XI. Seller shall have the risk of loss of the Property until the occurrence of the Closing (the "Risk
of Loss Transfer"), after which time the risk of loss shall pass to Purchaser and Purchaser shall
be responsible for obtaining its own insurance thereafter.

5.4.5 Closing Costs.Purchaser shall pay any transfer, sales, use, gross receipts
or similar taxes, any premiums or fees required to be paid by Purchaser with respect to the Title
Policy pursuant to Section 4.1, and one-half of the escrow fees of the Escrow Agent. Seller shall
pay the base premium for the Title Policy, any costs for issuance of the Title Commitment, all
costs relating to the Survey, all of Seller's costs relating to documenting or obtaining third party
consents to the transfer of any part of the Property to be conveyed to Purchaser hereunder or in
executing any new easements or other agreements contemplated by this Contract, Seller's cost of
preparing and recording the Declaration and any instruments required to discharge any liens or
encumbrances or other Must Cure Iterns against the Property and oneJralf of the customary closing
costs and escrow fees of the Escrow Agent.

5.5 Possession. Possession of the Property, subject only to the Permitted Exceptions,
and all of Seller's documents, records and files relating thereto, shall be delivered to Purchaser
simultaneously with the occurrence of the Closing.

5.6 Post-Closing Adiustments. Purchaser or Seller may request that Purchaser and
Seller undertake to re-adjust any item related to the pro rations (or any item omitted therefrom), in
accordance with the provisions of Section 5.4 of this Contract; provided, however, that neither
par-ty shall have any obligation to re-adjust any items after the expiration of February 28,2020.

10
Purchase and Sale Contract (Phasc l -Laycrl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 16 of 55

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6. I
Seller's Representations. For the purpose of inducing Purchaser to enter into this
Contract and to consummate the sale and purchase of the Property in accordance herewith, Seller
represents and warants to Purchaser the following (collectively, and together with all other
representationsandwarrantiesofSellercontainedherein,the..@,')asof
the Effective Date and as of the Closing Date:

6.1.1 Intentionally omitted.


Each Seller and the Seller Joinder Parties is validly existing and in good
6.1.2
standing under the laws of the state of its formation set forth in the initial paragraph of this Contract
and, to the extent required by law, in the State of Texas; and has all necessary entity power and
authority to own, sell and convey the Property and to enter into this Contract, to execute and deliver
the clocuments and instruments to be executed by Seller and the Seller Joinder Parties, as
applicable, and on or prior to Closing, will have performed its obligations hereunder and have
taken all coryorate, partnership, limited liability company or equivalent entity actions required for
the execution and delivery of this Contract, and the consummation of the transactions
contemplated by this Contract.

6.1.3 The compliance with or fulfillment of the terms and conditions this
Contract, and the performance by each of Seller and the Seller Joinder Parties of its obligations
under this Contract will not conflict with, or result in a breach of, the terms, conditions or
provisions of, or constitute a default under, any organizational documents of such Seller or Seller
Joinder Party or any contract or other agreement to which Seller or Seller Joinder Party is aparty
or by which seller or Seller Joinder Party is otherwise bound. This Contract is a valid and binding
agreement against Seller in accordance with its terms.

6.1.4 Neither Seller nor any Seller Joinder Party is not a "foreign person," as that
term is used and defined in the Internal Revenue Code, Section 1445, as amended.

6.1.5 To Seller's Knowledge, there are no material actions, proceedings, litigation


or governmental investigations or condemnation actions pending or threatened against Seller or
the Property, which if determined adversely would restrain the consummation of the transactions
contemplated by this Contract or would declare illegal, invalid or non-binding any of Seller's
obligations or covenants to Purchaser.

6.1.6 To Seller's Knowledge, there are no existing defaults,


and there are no
conditions or circumstances which, with the giving of notice or passing of time could result in
defaults, under any of the following (as the same have been amended): the FEA, the Water Supply
Agreement, the Ancillary Easements and the Electricity Agreement.

Seller has not received any written notice from a govemmental agency of
6.1.7
any uncured violations of any federal, state, county or municipal law, ordinance, order, regulation
or requirement affecting the Property.

11
Purchase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 17 of 55

6.1.8
Seller has not received any written notice from any governmental authority
that the Property has been used as a landfill or for the storage or disposal ofhazardous or toxic
waste or materials or petroleum products or contains any underground storage tanks, except as
I
may be identified in the Phase Environmental Site Assessment prepared by Cottonwood
Consulting, dated March 2018 and provided or made available to Purchaser in accordance with
Section 3.5 (tire "Environmental Report"). Seller has not used the Property as a landf,rll or for
the storage or disposal of hazarclous or toxic waste or materials or petroleum products nor has
Seller installed any underground storage tanks.

6.1.9
Other than Purchaser's representations contained in Section 6.5, Seller has
not relied on any representation or warranty made by Purchaser or any representative of Purchaser
in connection with this Contract and the sale of the Properfy.

6.1.10 To Seller's Knowledge: (a) neither Seller, nor persons controlling or


controlled by Seller, nor investors who provide funds related in any way to the Property or Seller's
business are Prohibited Persons; (b) the assets Seller will transfer to Purchaser under this Contract
are not the property of, or beneficially owned, directly or indirectly,by a Prohibited Person; and
(c) the assets Se llcr will transfèr to Purchaser under this Contract are not the proceeds of specified
unlawful activity as deñned by 18 U.S.C. $ 1956(c)(7).

I
6.1.1 To Seller's knowledge, there are no permits, consents, entitlements or other
approvals of any nature required from any third party with respect to the current use and operation
of the Property for its intended use other than such permits, consents, entitlements and approvals
that have been, or will be as of Closing, obtained by Seller, and which will be conveyed to
Purchaser at Closing, and all such permits, consents, entitlements and other approvals will be in
full force and effect as of Closing.

6.1.12 Seller has no Knowledge of any pending or threatened proceeding by any


govemmental authorities or any other fact or condition which would limit or result in the
termination of or restriction on any existing access from the Property to and from declicated public
roads.

6.1.1 3 Seller
has not granted, nor does Seller have Knowledge that any third party
has granted, to any person, firm, corporation, or other entity any existing and valid right or option
to acquire the Property or any portion thereof other than to Purchaser pursuant to this Contract.

6.1.14 Except as described on Schedule 3.5 hereto, Seller does not possess and has
not received (a) any Phase I or Phase II envirorunental site assessments, (b) geotech reports, (c)
FEA, (d) electricity agreements, (e) water supply agreements, (f) equipment warranties, (g) as-
built drawings, and (h) equipment manuals.

6.1.15 To Seller's knowledge, no subdivision plat is required to be filed in


connection with the sale of the Property contemplated herein.

6,2AS-IS.ThePropertyisbeingsoldinan..W,,conditionand
..@,,asoftheEffectiveDateandasofClosirrg.Exceptasexpresslysetforth
in this Contract, no representations or warranties have been made or are made and no responsibility
has been or is assumed by Seller or by any partner, officer, person, firm, agent, attorney or

12
Purchase and Sale Contract (Phasc l -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 18 of 55

representative acting or purporting to act on behalf of Seller as to i) the condition or state of repair
of the Property; ii) the compliance or non-cornpliance of the Properly with any applicable laws,
regulations or ordinances (inclucling, without limitation, any applicable zoning, building or
development codes); iii) the value, expense of operation, or inconte potential of the Property; iv)
any other fact or condition which has or might afïect the Property or the condition, state of repair,
compliance, value, expense of operation or income potential of the Property or any portion thereof;
or v) whether the Property contains asbestos or harmful or toxic substances or pefiaining to the
extent, location or nature of same. The parties agree that all understandings and agreements
heretofore made between them or their respective agents or represerìtatives are merged in this
Contract and the Exhibits hereto annexed, which alone fully and completely express their
agreement, and that this Contract has been entered into after full investigation, or with the parties
satisfied with the opportunity afforded for full investigation, neithet party relying upon any
statement or representation by the other unless such statement or representation is specifically
embodied in this Contract or the Exhibits annexed hereto. Purchaser waives its right to recover
from, and forever releases and discharges the Seller's Indemnified Parties fiom any and all
demands, claims (including, without limitation, causes of action in tort), legal or administrative
proceeclings, losses, liabilities, damages, penalties, ftnes, liens, judgrnents, costs or expenses
whatsoever (including, without limitation, attomeys' fees and costs), whether direct or indirect,
known or unknown, foreseen or unforeseen (collectively, "@[ms"), that may arise on account of
or in any way be connected with the physical condition of the Property, or any law or regulation
applicable thereto (including, without limitation, claims under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 6901, et seq.),
tlre Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean
Water Act (33 U.S.C. Section 125I, et seq.), the Safe Drinking Water Act (49 U.S.C. Section 1801,
et seq.), the Hazardous Transportation Act (42 U.S.C. Section 6901, et seq.), and the Toxic
Substance Control Act (15 U.S.C. Section 2601, et seq.). Without limiting the foregoing or the
Seller's or any Seller Joinder Party's representations or warranties in the Deed, Bill of Sale and
General Assignment, Assignments of Easements or other Closing documents executed and
delivered by Seller or any Seller Joinder Party, Purchaser, upon Closing, shall be deemed to have
waived, relinquished and released Seller and all other Seller's Indemnified Parlies from any and
all Claims arising out of latent or patent defects or physical conditions, and violations of applicable
laws (including, without limitation, any environmental laws) relating to the physical condition of
the Property. As part of the provisions of this Section 6.2, but not as a lirnitation thereon, Purchaser
hereby agrees, represents and warrants that the matters released herein are not limited to matters
which are known or disclosed, and Purchaser hereby waives any and all rights and benefits which
it now has, or in the future may have conferred upon it, for any recovery from Seller with respeot
to any Claim with respect to the physical condition of the Property existing as of Closing by virtue
of the provisions of federal, state or local law, rules and regulations. Purchaser agrees that should
any cleanup, remediation or removal of hazardous substances or other environmental conditions
on or about the Property as of Closing be required after the date of Closing, such clean-up, removal
or remediation shall not be the responsibilify of Seller.

The provisions of this Section 6.2 shall suruive Closing and the delivery of the Deed to
Purchaser.

6.3 Survival of Seller's Representations. Seller and Purchaser agree that Seller's
Representations shall survive Closing for a period of one (1) year (the "Survival Period"). Seller

l3
Purchase and Salc Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 19 of 55

shall have no liability after the Survival Period with respect to Seller's Representations contained
herein except to the extent that Purchaser has delivered notice to Seller and commenced litigation
against Seller by frling and serving a lawsuit during the Survival Period for breach of any of
Seller's Representations. Under no circumstances shall Seller be liable to Purchaser for more than
ten percent (10%) of the Purchaser Price in any individual instance or in the aggregate for all
representations, warranties, liabilities, covenants, indemnities and/or obligations of Seller under
this Contract, including, without limitation, any breaches of Seller's Representations, nor shall
Purchaser be entitled to bring any claim for such matters unless the claim for damages (either in
the aggregate or as to any individual claim) by Purchaser exceeds $100,000. In the event that
Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such
breach prior to the Closing Date, and elected to close regardless, Purchaser shall be deemed to
have waived any right of recovery, and Seller shall not have any liability in connection therewith.

6.4Definition of Seller's Knowledge. Any representations and warranties made "to


the Knowledge of Seller" shall not be deemed to imply any duty of inquiry. For purposes of this
Contract, the term Seller's "KnglrylgdÆ" means and refers only to actual knowledge of the
Designated Representative of Seller and shall not be construed to refer to the knowledge of any
otlrer paftner, officer, director, agenf,employee or representative of Seller, or any affiliate of Seller,
or to impose upolì such Designated Representative any duty to investigate the matter to which such
actual knowleclge or the absence thereof pertains, or to impose upon such Designated
Representative any individual personal liability. As used herein, the term "&t!g4ju!l!l
Representative" refers to Gideon Powell, Jesse Peltan and Ben Atkins.

6.5 Representations and Warranties of Purchaser. For the purpose of inducing


Seller to enter into this Contract and to consummate the sale and purchase of the Property in
accordance herewith, Purchaser represents and warrants to Seller the following as of the Effective
Date and as of the Closing Date:

6.5.1 Purchaser is a corporation duly organized, validly existing and in good


standing under the laws of Delaware. Purchaser has all necessary entity power and authority to
enter into this Contract, to execute and deliver the documents and instruments required of
Purchaser herein, and to perform its obligations hereunder; anci no consent of any of Purchaser's
partners, directors, officers or members are required to so empower or authorize Purchaser. The
compliance with or fulfîllment of the terms and conditions hereof by Purchaser will not conflict
with, or result in a breach of the terms, conditions or provisions of, or constitute a default under,
any contract to which Purchaser is a party or by which Purchaser is otherwìse bound, which
conflict, breach or default would have a material adverse effect on Purchaser's ability to
consummate the transaction contemplated by this Contract. This Contract is a valid and binding
agreement against Purchaser in accordance with its terms.

6.5.2 No pending or, to the knowledge of Purchaser, threatened litigation


involving Purchaser exists which if determined adversely would restrain the consummation of the
transactions contemplated by this Contract or would declare illegal, invalid or non-binding any of
Purchaser's obligations or covenants to Seller.

6.5.3
Other than Seller's Representations and the Seller's or any Seller Related
Party's representations or warranties in the Deed, Bill of Sale and General Assignment,

14
Purchase and Sale Contract (Phase l-Layerl Tcch)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 20 of 55

Assignments of Easements 01' other Closing documents executed and delivered by Seller or any
Seller Joinder Party, Purchaser has not relied on any representation or warranty made by Seller or
any representative of Seller in corurection with this Contract and the acquisition of the Property.

6.5.4 To Purchaser's knowledge, (a) neither Purchaser, nor persons controlling or


controlled by Purchaser, nor investors who provide funds for the trallsaction contemplated by this
Contract are Prohibited Persons, (b) the funds or other assets Purchaser will transfer to Seller uncler
this Contract are not the property of, or beneficially owned, directly or indirectly, by a Proliibited
Pemon, (c) the funds or other assets Purchaser will transfer to Seller under this Contract are not
the proceeds of specified unlawful activity as defined by l8 U.S.C. $ 1956(c)(7).

(a) Purchaser is not an employee benefit plan as defined in Section 3(3) of


6.5.5
the Employment Retirement lncome Security Act of 1974 ("ERISA"), which is subject to Title I
of ERISA, or a "Plan" as defined in Section 4975 of the Internal Revenue Code of 1986, as
amended (the "ftþ");(b) the assets of Purchaser do not constitute "plan assets" of one or lnore
such plans for purposes of Title I of ERISA or Section 4975 of the Code; (c) Purchaser is not a
"governmental plan" within the meaning of Section 3(32) of ERISA, and assets of Purchaser do
not constitute plan assets of one or more such plans; ancl (d) transactions by or with Purchaser are
not in violation of state statutes applicable to Purchaser regulating investments of and fiduciary
obligations with respect to govemmental plans.

Under no circumstances shall Seller be entitled to bring any claim for any breach of Purchaser's
representations, wananties, liabilities, covenants, indemnities and/or obligations of Purchaser
under this Conhact unless the claim for damages (in the aggregate with all other claims) by Seller
exceeds the amount of the Independent Contract Consideration plus $100,000.

ARTICLtr VII
F'EA AND WATER SUPPLY AGREEMENT

7.1 FEA Cooneratio n hv Purchaser. Purchaser acknow ledges that, upon Closing, as
the "Customer" under the FEA, Purchaser will have obligations to TNMP as set forth in the FEA
and it will be Purchaser's sole responsibility to perform such obligations to the extent they arise
from and afler Closing. It shall be Seller's obligation to perform all such obligations to TNMP
arising prior to Closing. Upon Closing and the assignment of the FEA to Purchaser, Seller will
have no filrther liabilities or obligations under the FEA, except to the extent of any obligations or
liabilities that arise or have arisen, or relate to the period prior to Closing or in connection with the
assignment of the FEA to Purchaser.

7.2 Water Sunnlv Asr ment Cooneration. Seller will either (i) partially assign the
Water Supply Agreement to the extent it covers the Property to Purchaser at Closing or (ii) obtain
a separate Water Supply Agreement specifically for the Property and terminate the existing Water
Supply Agreement as it applies to the Property, under which assignment or new agreement,
Purchaser will have the right (but not the obligation) to purchase up to 650 banels of water per
day from F-elix ÏVater,LLC. Purchaser will reasonably cooperate with Seller's efforts to deliver
one of the two options with respect to the Water Supply Agreement. Purchaser acknowledges that
Seller is not responsible for the compliance by Felix Water, LLC under the Water Supply
Agreement or any related new agreement.

t5
Purchase and Sale Contrâct (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 21 of 55

ARTICLE VIII
CONDITIONS PRECEDENT TO CLOSING

8.1 Purchaser's Conditions to Closing. Purchaser's obligation to close under this


Contract shall be subject to and conditioned upon the fulfillment of the following conditions
precedent:

8.1.1 All
of the documents required to be delivered by Sellerto Purchaser at the
Closing pursuant to the terms and conditions hereof shall have been delivered;

8.1.2 Each of Seller's Representations shall be true in all material respects as of


the Closing Date;

8.1 .3 Seller shall not be a debtor in any bankruptcy proceeding.

8.1.4
Purchaser shall have received a partial assignment of the Water Supply
Agreement or a new water supply agreement similar to the existing Water Supply Agreernent and
as described in Section 7.2.

8.1.5 Seller shall have completed and commissioned the connection of both
transformers located within the fenced area of the existing substation to the transmission lines, the
substation and all related components of the Proper-ty shall be fully operational, and all equipment
and facilities necessary to conlect the existing substation to the electric grid and to energize the
substation are installed, are capable of accommodating top-rated notmal operating capacity of 110
MVA, and are included within the Properly to be conveyed to Purchaser at Closing.

8.1.6
The University of Texas Board of Regents shall have granted its consent to
the assignment of the Access Easement and/or Power Lines Easement to Purchaser or granted a
separate new eâsement to Purchaser on terms acceptable to Purchaser and Seller covering the rights
set forth in the Access Easement and/or Power Lines Easement.

8.1.1 Seller shall have received all


consents, documentation and approvals
necessary to consummate and facilitate the transactions contemplated hereby.

8.1.8 As of Closing, there are no unpaid bills for work performed on the Property
or materials delivered to the Property that would give rise to the creation of any mechanic's or
materialmen's lien against the Property or any portion thereof.

8.1.9 The Title Company shall have provided Purchaser with its unconditional
commitment to issue the Title Policy to Purchaser promptly after Closing subject to no exceptions
other than the Permitted Exceptions.

Notwithstanding anything to the contrary and without limiting any of Purchaser's express
termination rights set forth in this Contract, there are no other conditions to Purchaser's obligation
to Close except as expressly set forth in this Section 8.1. If any condition set forth in Section 8.1
is not met as of the scheduled date for Closing, Purchaser, in Purchaser's sole discretion, shall have
the right to extend the Closing for up to thirly (30) days to provide additional time for Seller to
satisfy such conditions, and if any such condition remains unsatisfied as of the extencled date on

16
Purchase and Sale Contract (Phasc l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 22 of 55

which Closing is scheduled (or if Purchaser elects not to extend the date for Closing), Purchaser
may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this
Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition
and proceed to Closing on the Closing Date with no offset or decluction from the Purchase Price.
Purchaser's failure to provide Seller with written notice that it desires to terminate this Contract
by 5:00 p.m. on the Closing Date (as the same may have been extended) shall be deemed
Purchaser's decision to purchase the Property.

8.2 Seller's Conditions to Closinq. Without lirniting any of the rights of Seller
elsewhere provided for in this Contract, Seller's obligation to close with respect to conveyance of
the Property under this Contract shall be subject to and conditioned upon the fulfillment of the
following conditions precedent :

8.2.1 All of the documents to be delivered by Purchaser to


ancl funds required
Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered
(provided that if any of the documents contemplated by Section 5.3 and which are not attached
hereto as an exhibit have not been provided to Purchaser in fonn and substance acceptable to
Purchaser, Purchaser's failure to deliver such documents at Closing shall not constitute a failure
to fulfill this condition); and

Each of the representations and warranties of Purchaser contained herein


8.2.2
shall be true in all material respects as of the Closing Date.

8.2.3 There shall not be pending litigation or, to the knowledge of either
Purchaser or Seller, any threatened litigation against Purchaser which, if determined adversely,
would restrain the consummation of any of the transactions contemplated by this Contract or
declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser;

Purchaser shall liave received a partial assignrnent of the Water Supply


8.2.4
Agreement or a new water supply agreement similar to the existing Water Supply Agreement; and

The University of Texas Board of Regents shall have granted its consent to
8.2.5
the assignment of the Access Easement and/or Power Lines Easement to Purchaser or granted a
separate new easement to Purchaser on terms acceptable to Purchaser and Seller covering the rights
set forth in the Access Easement and/or Power Lines Easement.

If any of the foregoing conditions to Seller's obligation to close with respect to conveyance
of the Property under this Contract are not met, Seller may (a) waive any of the foregoing
conditions and proceed to Closing on the Closing Date, or'(b) provide Purchaser with written notice
of the extent to which a condition to Seller's obligation to closc has not been satisfred, and if
Purchaser does not satisfy such condition withiri twenty (20) days after its receipt of such notice
(with an extension of Closing as may be required), Seller may terminate this Contract, and, if such
failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1.
Notwithstanding the foregoing, if Seller has inforrned Purchaser that it has not satisfied the
condition set forth in Section 8.2.5 and Seller intends to terminate this Contract, then Purchaser
may waive the condition set forth in Section 8.2.5, this Contract will not terminate and the parties
will proceed to Closing without any adjustment to the Purchase Price.

17
Pu¡chasc and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 23 of 55

ARTICLE TX
NO BROKERAGB

9.1 Indemnity. Seller, for itself and on behalf of the Seller Joinder Parlies, and
Purchaser each represents and warants to the other that it has not clealt with or utilized the services
of any real estate broker, sales person or frnder in connection with this Contract, and each party
agrees to indemnify, hold harmless, and, if requested in the sole and absolute discretion of the
indemnitee, defend (with counsel approved by the indemnitee) the other party from and against all
Losses relating to brokerage commissions and finder's fees arising from or attributable to the acts
or omissions of the indemnifying paffy. This provision will survive Closing.

ARTICLE X
DEFAULTS AND RBMEDIES

10.1 Purchaser Default. If


Purchaser, prior to Closing, defaults in its material
covenants or obligations under this Contract, and such default continues for more than twenty (20)
days after written notice from Seller, then at Seller's election and as Seller's sole and exclusive
remedy, Seller may terminate this Contract and retain the lndependent Contract Consideration, the
Escrow Agent shall deliver the Deposit to Purchaser, and neither party shall be obligated to proceed
with the purchase and sale of the Property. The Independent Contract Consideration is liquidated
damages and recourse to the Independent Contract Consideration is, except for Purchaser's
indemnity and confidentiality obligations hereunder, Seller's sole and exclusive rernedy for
Purchaser's failure to perform its obligation to purchase the Property or breach of a representation
or warranty. Seller expressly waives the remedies of specific performance and additional damages
fbr such default by Purchaser. SELLER AND PURCHASER ACKNOWLEDGE THAT
SELLER'S DAMAGES \MOULD BE DIFFICULT TO DETERMINE, AND THAT THE
INDEPENDENT CONTRACT CONSIDERATION IS A REASONABLE ESTIMATE OF
SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PI'RCHASER. SELLER AND
PURCHASER FURTHER AGREE THAT THIS SECTI l0.l IS INTENDED TO AND DOES
LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLE,R, AND SHALL BE SELLER'S
EXCLUSNE REMEDY AGAINST PURCHASE,R, BOTH AT LAW AND IN EQUITY,
ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATIONS
CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO
PURCHASER' S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HERELINDER.

rc.z Seller Default. If


Seller, prior to the Closing, defaults in its covenants or
obligations under this Contract, including to sell the Property as required by this Contract and such
default continues for more than twenty (20) days after written notice from Purchaser, then, at
Purchaser's election and as Purchaser's sole and exclusive remedy, either (a) this Contract shall
terminate, and all payments and things of value, including the Deposit (but excluding the
lndependent Contract Consideration), provided by Purchaser hereunder shall be returned to
Purchaser ancl Purchaser may recover, as its sole recoverable damages (but without limiting its
right to receive a refund of the Deposit (but excluding the Independent Contract Consideration)),
from Seller its direct and actual out-of-pocket expenses and costs (documented by paid invoices
to third parties) in connection with this transaction, which damages shall not exceed $100,000 in
aggregate, or (b) Purchaser may seek specific perfotmance of Seller's obligations to deliver the
Deed, Bill of Sale and Assignment and other Closing documents to be delivered by Seller pursuant

18
Purchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 24 of 55

to this Contract (but not darnages). Purchaser may seek specific perf'ormance of Seller's obligation
to deliver the Deed, Bill of Sale and Assignment and other Closing documents to be delivered by
Seller pursuant to this Contract only if, as a condition precedent to initiating such litigation for
specific performance, Purchaser first shall (i) deliver all Purchaser Closìng documents to Escrow
Agent in accordance with the requirements of this Contract, includir-rg, without lirnitation, Sectious
2.2.2 and 5.3; (ii) not otherwise be in default under this Contract; and (iii) noti$z Seller of its intent
to file suit within sixty (60) days after the scheduled Closing Date, and file suit therefor with the
court on or befole the 150th day after the Closing Date; if Purchaser fails to notify Seller of its
intent to file suit within such 60-day period, or fails to file an action for specific performance
within 150 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate
the Contract in accordance with subsection (a) above. Notwithstanding anything to the contrary
containecl hereìn, in the event specific performance is not available (for exat-nple, if Seller shall
have transferred an interest in the Property to a third party in violation of this Contract), in addition
to any remedies provided herein, Seller shall refund to Purchaser the Independent Contract
Consideration within five (5) business days after written notice from Purchaser, which obligation
shall survive termination of this Contract. Upon Seller's written request, Purchaser agrees that it
shall promptly deliver to Seller an assignment of all of Purchaser's right, title and interest in and
to (together with possession of) all plans, sfudies, surveys, reports, and other materials paid for
with the out-of-pocket expenses reimbursed by Seller puÍsuant to the fbregoing sentence.
SELLER AND PURCHASER FURTI]ER AGREE THAT THIS SECTION 10.2 IS INTENDED
TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE
REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE
REMEDIES AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR
RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR
COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS CONTRACT, EXCLUDING ANY BREACH BY SELLER OI.-
SELLER'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS FIERETINDER OR
ANY OF SELLER'S POST-CLOSING COVENANTS OR OBLIGATIONS FOR WHICH
PURCHASER SHALL HAVE ALL RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN
EQUITY SUBJECT TO TIIE LiMITATIONS SET FORTH IN TFIiS CONTRACT.
PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS ORANY
LIEN AGAINST THE PROPERTY PRIOR TO CLOSING UNLESS AND L]NTIL IT HAS
FILED AN ACTION SEEKING SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS
FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

10.3
No Snecìal or Consequential Damases. UNDERNO CIRCUMSTANCES MAY
EITHER PARTY SEEK OR BE ENTITLED TO RECOVER FROM THE OTHER ANY
SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATiVE OR INDIRECT DAMAGES, ALL
OF WHICH ARE HEREBY SPECIFICALLY WAIVED, WITH RESPECT TO ANY BREACH
UNDER THIS CONTRACT.

,ARTICLB XI
RISK OF LOSS OR CASUALTY

I1 .l
Maior Damage. In the event of any darnage to the Proper"ty plior to the Risk of
Loss Transfer by fire or any other event whatsoever, Seller shall promptly notify Purchaser of such
event (the "Þ@gql\Ig.!!¡ce"), and, within ten (10) days of such event shall deliver to Purchaser

19
Purchasc and Sale Contract (Phase I -Layerì Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 25 of 55

al1 estimate from a contractor (the "Damage Estimate") setting forth the estimated cost for
demolition, site cleaning, restoration, replacement, or other repairs (collectively, the "M,").
If according to the Damage Estimate, the cost is more than ten percent (10%) of the Purchase Price,
then Seller shall have no obligation to make such Repairs. Within ten (10) days after Purchaser's
receipt of the Darnage Estimate, Purchaser rnay elect at its option to tenninate this Contract by
delivering written notice to Seller in which event the Deposit shall be refunded to Purchaser. In
the event Purchaser fails to terminate this Contract within the foregoing 10-day period, this
transaction shall be closed in accordance with Section 1 1.3 below.

11.2 Minor Damage. ln the event that the Property is damaged or destroyed by fire or
other casualty prior to the Risk of Loss Transfer, and the cost of Repairs according to the Damage
Estirnate is equal to or less than ten percent ( 10%) of the Purchase Price, then this transaction shall
be closed in accordance with Section 11.3, notwithstanding such casualty. In such event, Seller
may at its election endeavor to make such Repairs to the extent of any recovery from insurance
carried on the Property, if such Repairs can be reasonably effected before the Closing. Regardless
of Seller's election to commence such Repairs, or Seller's ability to complete such Repairs prior
to Closins. this transaction shall be closecl in accordance with Section 1i-3 below.

1 1.3 Closing. In the event Purchaser fails to terminate this Contract following a casualty
as set forth in Section 1i.1, or in the event of a casualty as set forth in Section 11.2, then this
transaction shall be closed in accordance with the tetms of the Contract for the full Purchase Price
less a credit to Purchaser in the amount necessary to complete such Repairs (to the extent not
previously completed by Seller to Purchaser's satisfàction).

ARTICLB XIT
EMINENT DOMAIN

12.1 Eminent Domain. Seller shall promptly notify Purchaser of any notice or tlueat
of condemnation. In the event that, at the time of Closing, any material part of the Property is (or
previously has been) acquired, or is about to be acquired or threatened to be acquired, by any
governmental agency by the powers of erninent dornain or transfer in lieu thereof (or in the event
that at such time there is any notice of any such acquisition or intent to acquire by any such
govemmental agency), Purchaser shall have the right, at Purchaser's option, to terminate this
Contract by giving written notice within ten (10) days after Purchaser's receipt from Seller of
notice of the occuffence of such event, and if Purchaser so terminates this Contract, Purchaser shall
recover the Deposit hereunder. If Purchaser fails to terminate this Contract within such 10-day
period, this transaction shalt be closed in accordance with the terms of this Contract for the full
Purchase Price and Purchaser shall receive the full benefit of any condemnation award.

ARTICLE XIII
MISCELLANEOUS

13.1 Binding Effect of Contract. This Contract shall not be binding on either party
, until executed by both Purchaser and Seller. Escrow Agent's execution of
this Contract shall not
be a prerequisite to its effectiveness. Subject to Section 13.3, this Contract shall be binding upon
and inure to the benefit of Seller and Purchaser, and their respective successors and permitted
assigns.

20
Purchase and Sale Contract (Phase l-Laycrl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 26 of 55

13.2 Exhibits and Schedules. All Exhibits and Schedules attached hereto are a part of
this Contract for all purposes

13.3 Assienabilitv. Except to the extent required to comply with the provisions of
Section 13.l8 related to a 1031 Exchange, (a) this Contract is not assignable by Purchaser without
first obtaining the prior written approval of Seller, provided that Purchaser may assign this
Contract to an affiliate of Purchaser or any principal of Purchaser without Seller's consent, and (b)
this Contract is not assignable by Seller without first obtaining the prior written approval of
Purchaser, such approval not to be unreasonably withheld, delayed or conditioned.

13.4
Captions. The captions, headings, and arangements used in this Contract are for
convenience only and do not in any way affect, limit, ampli$2, or modify the terms and provisions
hereof.

13.5Number and Gender of Words. Whenever herein the singular number is used,
the same shall include the plural where appropriate, and words of any gender shall include each
other gender where appropriate.

13.6 Notices. All notices, demands, requests and other communications required or
penlitted hereunder shall be in writing, and shall be (a) personally delivered with a written receipt
of delivery; (b) sent by a nationally-recognized ovemight delivery service requiring a written
acknowledgement of receipt or providing a certification of delivery or atternpted delivery; (c) sent
by certif,red or registered mail, return receipt requested; or (d) sent by electronic mail with
verification of delivery and with an original copy thereof transmitted to the recipient by one of the
means described in subsections (a) through (c) no later than three (3) Business Days thereaftcr.
All notices shall be deemed effective when actually delivered as documented in a delìvery receipt;
provided, however, that if the notice was sent by overnight courier or mail as aforesaid and is
affirmatively refused or cannot be delivered during customary business hours by reason of the
absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to
which the adclressor did not have either knowledge or written notice delivered in accordance with
this paragraph, then the first attempted delivery shall be deemed to constitute delivery. Each parly
shall be entitled to change its address for notices from time to time by delivering to the other parfy
notice thereof in the manner herein provided for the delivery of notices. All notices shall be sent
to the addressee at its address set forth following its name below:

To Purchaser:

Layerl Technologies, Inc.


221Keamy Street
San Francisco, California 94108
Attn: Alex Liegl
Email: alexander.liegl@layer 1 .com

With a copy to:

Jackson Walker L.L.P.


100 Congress Avenue, Suite 1100
Austin, Texas 18701

2T
Purchase and Sale Contract (Ph¡se l -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 27 of 55

Attn: William Dillard


Email: wdillard@w.com

To Seller

FIODL Ranch I, LP
313 I Turtle Creek Blvd., Suite 310
Dallas, Texas 75219
Attn: Travis Young
Teleplrone: 720.3'72.0087
Email: travis.young@rugenstreet.com

With a copy to:

Munsch Hardt Kopf & IIan PC


500 N. Akard Street, Suite 3800
Dallas, Texas 75201
Attention: David Coligado
Email: dcoligado@munsch.com

Any notice required hereunder to be delivered to the Escrow Agent shall be cleliverecl in
accordance with above provisions as fbllows:

Chicago Title lnsurance Company


2828 Routh Street, Suite 800
Dallas, Texas 75201
Attn: Debbie Blackrnon
Telephone: 214.9 65.1 65 5
Email: deborah.blackmon@ctt.com

Unless specifically required to be delivered to the Escrow Agent pursuant to the terms of
this Contract, no notice hereunder must be delivered to the Escrow Agent in order to be effective
so long as it is delivered to the other party in accordance with the above provisions.

13.7 Governing Law and Venue. The laws of the State of Texas shall govern the
validity, construction, enforcement, and interpretation of this Contract, unless otherwise specified
herein except for the conflict of laws provisions thereof. All claims, disputes and other matters iu
question arising out of or relating to this Contract, or the breach thereof, shall exclusively be
decided by proceedings instituted and litigated in any state or federal court of competent
jurisdiction located in Texas, and the parties hereto expressly consent to the venue and jurisdiction
ofsuch courts.

13.8 Entire Agreement. This Contract embodies the entire agreement between the
parties hereto concerning the subject matter hereof and supersedes all prior conversations,
proposals, negotiations, understandings and contracts, whether written or oral.

I3.9 Amendments. This Contract shall not be amended, altered, changed, modified,
supplemented or rescìnded in any manner except by a written cofiract executed by all of the

22
Purchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 28 of 55

parties;provided, however, that the signature of the Escrow Agent shall not be required as to any
amendment of this Contract other than an amendment of Section 2.3.2

13.10 Severabilitv. ln the event that any parl of this Contract shallbe held to be invalid
or unenforceable by a courl of competent jurisdiction, such provision shall be reformed, and
enforced to the maximum extent permitted by law. If such provision cannot be reformed, it shall
be severed from this Contract and the remaining portions of this Contract shall be valid and
enforceable.

13.11 Multiple Counterparts/Electronic Siqnatures. This Contract may be executed


in a number of identical counterparts. This Contract may be executed by electronic delivery of
signatures which shall be binding on the parties hereto, with original signatures to be delivered as
soon as reasonably practical tirereafter.

13.12 Construction. No provision of this Contract shall be constlued in favor of, or


against, any particular parly by reason of any presumption with respect to the drafting of this
Contract; both parties, being represented by counsel, having fully participated in the negotiation
of this instmment.

13.13 Confidentialitv. Pnrchaser and Seller shall not disclose the terms and conditions
contained in this Contract and shall keep the same conficlential, provided that Purchaser ûìay
disclose the terms and conditions of this Contract (a) as required by law, (b) to consummate or
enforce the ten¡s of this Contract, or any financing relating thereto, (c) to Purchaser's or Seller's
pâftners, members, managers, offrcers, directors or employees or (d) to Purchaser's or Seller's
lenders, investors, attorneys, accountants and other Consultants. Any information obtaincd by
Purchaser in the course of its inspection of the Property, and any Materials provided by Seller'to
Purchaser hereunder, shall be confidential and Purchaser shall be prohibited fi'om making such
inf'ormation public prior to Closing to any other person or entity other than its Consultants, without
Seller's prior written authorization, which may be granted or denied in Seller's sole discretion. ln
addition, Purchaser shall use its reasonable efforts to prevent its Consultants from divulging any
such confidential information to any unrelated third parties except as reasonably necessary to third
parties engaged by Purchaser for the limited purpose of analyzing and investigating such
information for the purpose of consummating the transaction contemplated by this Contract.
Unless and until the Closing occurs, Purchaser shall not market the Property (or any portion
thereof) to any prospective purchaser or lessee without the prior written consent of Seller, which
consent may be withheld in Seller's sole discretion. Purchaser shall not disclose to Seller any
information, including, without limitation, any Third-Party Reporls obtained by Purchaser in the
course of Purchaser's inspection of the Property, without Sellers' prior written authorization,
which may be granted or denied in Sellers' sole discretion. Neither Party shall rnake public or
disclose to any third party any confidential information it receives or obtains relating to either
Party, or any inf'ormation relating in any way to Purchaser's use or intended use of the Property
except as required by law. This obligation shall survive Closing and any termination of this
Contract.

13.14 Time of the Essence. It is expressly agreed by the parties hereto that time is of the
essence with respect to this Contract and any aspect thereof.

23
Purchase and Sale Contract (Phase l-Laycrl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 29 of 55

13.15 Waiver. No delay or omission to exercise any right or power accruing upon any
default, omission, or failure of performance hereunder shall impair any right or power or shall be
construed to be a waiver thereof, but any such right and power rnay be exercised fi'om time to time
and as often as may be deemed expedient. No waiver, amendment, release, or modif,rcation of this
Contract shall be established by conduct, custom, or course of dealing and all waivers must be in
writing and signed by the waiving party.

13.16 Attornevs' F ees- In the event either party hereto commences litigation or
arbitration against the other to enforce its rights hereunder, the prevailing party in such litigation
shall be awardecl its reasonable attomeys' fees and expenses incidental to such litigation and
arbitration, including the cost of in-house counsel and any appeals.

13.17 Time ZonelTime Periods. Any reference in this Contract to a specifìc time shall
refer to Central Time. Should the last day of a time period fall on a weekend or legal holiday, the
next Business Day thereafter shall be considered the end of the tirne period.

13.18 Like-Kind Exchange Cooperation Clause. Seller and Purchaser acknowledge


and agree that the purchase and sale of the Property may be part of a tax-free exchange under
Section 1031 of the Code for either Purchaser or Seller. Each party hereby agrees to take all
reasonable steps on or before the Closing Date to facilitate such exchange if requestecl by the other
party, provided that (a) no party making such accommodation shall be required to acquire any
substitute properfy, (b) such exchange shall not affect the representations, watranties, liabilities,
covenants and obligations of the Parties to each other under this Contract, (c) no party making
such accommodation shall incur any additional cost, expense or liability in connection with such
exchange (other than expenses of reviewing and executing documents required in connection with
such exchange), and (d) no dates in this Contract will be extended as a result tliereof unless by
mufual written agreement of the parties or pursuant to the last sentence of this Section 13.18.
Notwithstanding anything to the contrary contained in the foregoing, if Seller so elects to close the
transfer of the Property as an exchange, then (i) Seller, at its sole option, may delegate its
obligations to transfer some or all of the assets under this Contract, and may assign its rights to
receive all or a portion of the Purchase Price from Purchaser, to a deferred exchange qualified
intermediary (a "QI") or to an exchange accommodation titleholder ("!!I"), as the case may be;
(ii) such delegation and assignment shall in no way reduce, rnoclify or otherwise affect the
obligations of Seller pursuant to this Contract; (iii) Seller shall remain fully liable for its obligations
under this Contract as if such delegation and assignment shall not have taken place; (iv) QI or
EAT, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of
the Property to Purchaser shall be undertaken by direct deed, assignment and other appropriate
conveyance fi'orn Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to
execute such deeds, assignments and other appropriate instruments of conveyance) to Purchaser
or to EAT, as the case may be. Notwithstanding anything to the contrary contained in the
foregoing, if Purchaser so elects to close the acquisition of the Property as an exchange, then (i)
Purchaser, at its sole option, may delegate its obligations to acquire the Property under this
Contract, and may assign its rights to receive the Property from Seller, to a QI or to an EAT, as
the case may be; (ii) such delegation and assignment shall in no way reduce, rnodify or otherwise
affect the obligations of Purchaser pursuant to this Contract; (iii) Purchaser shall remain fully liable
for its obligations under this Contract as if such delegation and assignment shall not have taken
place; (iv) QI or EAT, as the case may be, shall have no liability to Seller; and (v) the closing of

24
Pu¡chasc and Sale Conh'act (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 30 of 55

the acquisition of the Property by Purchaser or the EAT, as the case may be, shall be undertaken
by direct cleed from Seller (or, if applicable, frorn other affrliates of Seller whom Seller will cause
to execute such deeds, assignments and other appropriate instruments of conveyance) to Purchaser
(or to EAT, as the case may be).

13.19 No Personal Liabilitv of Offîcers" Trustees or Directors. This Contract is


entered into by Purchaser, which is a Delaware corporation, and Seller which is a Texas limited
partnership, and each Party agrees that none of the other Pafiy's managers, directors, officers,
shareholders, paftners (excluding the Seller's general partner) or other collstituent owners shall
have any personal liability under this Contract or any document executed in connection with the
transactions contemplated by this Contract.

13.20 Exclusive Neeotiations. Seller shall not, at any time that Seller has not authorized
Escrow Agent to refuffr the Deposit to Purchaser, have the right, and Seller shall not, solicit backup
offers or enter into discussions, negotiations, or any other communications concerning or related
to the sale of the Property with any third-party.

t3.21 ADA closure- Purchaser acknowledges that the Properly rnay be subject to the
federal Americans With Disabilities Act (the "ADA"). The ADA requires, among other matters,
that tenants and/or owners of "public accommoclations" remove barriers in order to make the
Properly accessible to disabled persons and provide auxiliary aids and services for hearing, vision
or speech impaired persons. Seller rnakes no warranty, representation or guarantee of any type or
kiud witli respect to the Property's compliance with the ADA (or any similar state or local law),
and Seller expressly disclaims any such representations.

13.22 No Recording. Purchaser shall not cause or allow this Contract or any contract or
other document related hereto, nor any memorandum or other evidence hereof, to be recorded or
become a public record without Seller's prior written consent, which consent may be withheld at
Seller's sole discretion except in connection with Purchaser's enforcement of its rights under this
Contract following a default by Seller. If Purchaser records this Contract or any other
memorandum or evidence thereof in violation of the foregoing, Purchaser shall be in default of its
obligations under this Contract.

13.23 Relationship of Parties. Purchaser and Seller acknowledge and agree that the
relationship established between the parties pursuant to this Contract is only that of a seller and a
purchaser of properly. Neither Purchaser nor Seller is, not shall either hold itself out to be, the
agent, employee, joint venturer or partner of the other party.

13.24 Waiver of Trial bv Jury. THE PARTIES HEREBY KNOWINGLY,


VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN
CONNECTION WITH ANY LITIGATION ARISING OUT OF THIS CONTRACT.

13.25 Survival. Except for (a) all of the provisions of this Article XIII (other than
ections 13.1 ; (b) Sections 2.2 (provided that there shall be no continuing liability with respect
to the payment of the Purchase Price other than as expressly described in Section 2.2.4.1 or post-
Closing adjustments as provided in Section 5.6),3.3,3.4,3.5,4.2 (as it relates to the Must Cure
Items) 5.4,5.5,5.6,6.1,6.2,6.3,6.4,6.5,7.1,9.1, and 10.3; and (c) any other provisions in this

25
Purchase and Salc Contract (Phase l -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 31 of 55

Contract that by their express terms or due their nature survive the termination or Closing or are
intendecl to be performed after termination or Closing (the foregoing (a), (b) and (c) are collectively
refenedtohereinasthe..@',),noneofthetermsandprovisionsofthisContract
shall survive the terrnination of this Contract, and if the Contract is not so tetminated, all of the
terms and provisions of this Contract (other than the Survival Provisions, which shall survive the
Closing) shall be merged into the Closing documents and shall not survive Closing.

13.26 State Specific Provisions.

13.26.1 DPTA Waiver. IT IS THE INTENT OF SELLER AND


PURCHASER THAT THE RIGHTS AND REMEDIES WITH RESPECT TO THE
TRANSACTION CONTEMPLATED BY THIS CONTRACT SHALL BE GOVERNED BY
LEGAL PRINCIPLES OTHER THAN TFIE TEXAS DECEPTIVE TRADE PRACTICES.
CONSUMER PROTECTION ACT. ACCORDINGLY, TO THE MAXIMUM EXTENT
APPLICABLE AND PERMITTED BY LAW (AND WITHOUT ADMITTING SUCH
APPLICABILITY), PURCHASER FIEREBY WAIVES THE PROViSIONS OF THE TEXAS
DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, CHAPTER 17,
suBCt{ApTER 3 (OTHER THAN SECTION n.sss, WHICFI IS NOT WAIVED), TEXAS
BUSINESS AND COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL
RIGHTS AND PROTECTIONS. FOR PURPOSES OF THE WAIVERS SET FORTH IN THIS
CONTRACT, PURCHASER HEREBY WARRANTS AND REPRESENTS UNTO SELLER
T1{AT (A) PURCHASER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF
THE TRANSACTION CONTEMPLATED UNDER TIIiS CONTRACT, (B) PURCHASER IS
NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH SELLER
REGARDING THE TRANSACTIONS CONTEMPLATED UNDER TIIIS CONTRACT, (C)
PURCHASER IS REPRESENTED BY LEGAL COUNSEL THAT IS SEPARATE AND
INDEPENDENT OF SELLER AND SELLER'S LEGAL COLINSEL AND (D) PURCHASER
HAS CONSULTED WITH PURCHASER'S LEGAL COLINSEL REGARDING THIS
CONTRACT PRIOR TO PURCHASER'S EXECUTION OF THIS CONTRACT AND
VOLUNTARILY CONSENTS TO TI-IIS WAIVER.

13.26.2 Texas Real Estate License Act. The Texas Real Estate License
Act requires written notice to Purchaser from any licensed real estate broker or salesman who is
to receive a commission that Purchaser should have an attomey of its own selection examine an
abstract of title to the properly being acquired or that Purchaser should be furnished with or should
obtain a title insurance policy. Notice to that effect is, therefore, hereby given to Purchaser on
behalf of the broker(s) identifiecl in Section 9.1 of this Contract, if any. Seller hereby notifies
Purchaser that principals of Seller are licensed real estate brokers in Texas.

[Rernainder of page intentionally left blanlc.J

26
Pu¡chase and Sale Contract (Phase I -Layer'l Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 32 of 55

NOW, THEREFORE, the parties hereto have executed this Contract as of the date first set
forth above.

Seller:

HODL RANCH I, LP,


a Texas limited partnership

By HODL Ranch I GP, LLC,


a Texas limited liability company,
its general partner

By
Name:
Title: (,

Seller's Tax Identification Number:

A3 - 2t\ /.,q6<>

Signature Page to Purchase and Sale Contract


Phase I
Purchæe and Sale Contract (Phæe l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 33 of 55

Purchaser:

LAYER1 TBCHNOLOGIES INC.,


a Delaware corporation

By:
Name Alexander Lieql
Title: cEo

Purchaser's Tax ldentification Number:


842191400

Signature Page to Purchase and Sale Contract


Phase 1
Purchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 34 of 55

JOINDER BY SELLER JOINDER PARTIES

The undersigned hereby join in the execution of this Contract solely to confirm and
acknowledge their obligations set forth in Sections 5.2,3,5.25 and 5.2.6 of this Contract, as
applicable.

SELLER JOINDER PARTIES:

SBX AUTONOMOUS, LLC,


a Texas limited liability company

Yd*"rJû-
Title: ¿
^r\AÀr^tr

ALTTONOMOUS OIL, LLC,


a Texas limited liability company

By
N d

Signatrue Page to Pnrchase and Sale Contact


Phase I
Pr¡¡c,h¡sc a¡¡d S¿lc Conrnct (ptusc l.Lryerl Tæh)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 35 of 55

ESCROW AGENT SIGNATURB PAGE

The undersigned executes the Contract to which this signature page is attached for the
pulpose of acknowledging receipt of the Deposit and agreeing to the provisions of Section 2.2 of
the Contract, and hereby establishes 2019, as the date of receipt of
a fully-executed Contract (the "Eff'ective Date") and designates
as the escrow number assigned to this escrow

ESCROW AGENT

CHICAGO TITLE INSURANCE


COMPANIY

By:
Name:
Title:

Escrow Agent Signature Page to Purchase and Sale Contract


Phase 1
Pu¡chase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 36 of 55

BXHIBIT A

LBGAL DESCRIPTION OF THE LAND

TRACT I

DESCRIPTION, of a 26.975 acre tract of land situated in the Section 121, Block 34, Houston &
Texas Central Railway Company Survey, Abstract No. 238, Ward County, Texas; said tract
being all that certain tract of land described in Warranty Deed to Autonomous Oil, LLC recorded
in Volume 2018,Page2524, Deed Records of Ward County, Texas; said 26.975 acre tract
being more particularly described as follows;

COMMENCING, at the southwest corner of said Autonomous tract in the northwest line of said
Section 121, Block 34, the southeast line of said Section 42, Block 18, and the northwest line of
the Texas and Pacific Railway Company Railroad;

THENCE, North 42 degrees, 37 minutes, 54 seconds East, along the said northwest line of
Section 121, Block 34, the said southeast line of Section 42,Black 18, and the northwest line of
said Walkertract, passing the southeast cornerof said Section 42, Block 18 and the southwest
corner of said Section 40, Block 17, and continuing along the southeast line of Section 40, Block
17, a distance of 1 ,591 .93 feet to the POINT OF BEGINNING;

THENCE, North 42 degrees, 37 minutes, 54 seconds East, continuing along the said northwest
line of Section 121, Block 34, the said southeast line of Section 40, Block 17, and the northwest
line of said Walker tract, a distance of 2,510.13 feet to a point for corner;

THENCE, departing the northwest line of Section 121, Block 34, the southeast line of Section
40, Block 17, and the northwest line of said Walker tract, over and across said Walker tract and
Section 121 , Block 34 the following six (6) calls:

South 04 degrees,03 minutes,04 seconds East, a distance oÍ 432.74 feetto a pointfor


corner;

South 03 degrees,0T minutes,34 seconds West, a distance of 119.82 feetto a pointfor


corner;

South 13 degrees, 46 minutes, 45 seconds East, a distance of 470.25 feet to a point for
corner;

North 90 degrees, 00 minutes, 00 seconds West, a distance of 53.22 feet to a point for
corner;

South 13 degrees, 01 minutes, 25 seconds East, a distance of 318.10 feet to a point for
corner

South 73 degrees, 41 minutes, 00 seconds West, a distance of 1,882.32 feet to the


POINT OF BEGINNING;

CONTAINING: 1,1 75,042 square feet or 26975 acres of land, more or less

Exhibit A-1
Purclrase and Sale Contract (Phasc I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 37 of 55

TRACT II

DESCRIPTION, of a 1 ]96 tract of land situated in the Section 121, Block 34, Houston & Texas
Central Railway Company Survey, Abstract No. 238, Ward County, Texas; said tract being all
that certain tract of land described in Warranty Deed to Autonomous Oil, LLC recorded in
Volume 2018, Page 2524, Deed Records of Ward County, Texas; said 1.796 tract being more
particularly described as follows;

COMMENCING, at the southwest corner of said Autonomous tract in the northwest line of said
Section 121, Block 34, the southeast line of said Section 42, Block 18, and the northwest line of
the Texas and Pacific Railway Company Railroad;

THENCE, North 42 degrees, 37 minutes, 54 seconds East, along the said northwest line of
Section 121 , Block 34, the said southeast line of Section 42, Block 18, and the northwest line of
said Walkertract, passing the southeast corner of said Section 42, Block 18 and the southwest
cornerof saidSection40, Block 17,and continuingalongthesoutheastlineof Section40, Block
17, a distance of 4,708.43 feet to the POINT OF BEGINNING in said southeast line of Section
40 Block 17;

THENCE, continuing along the southeast line of Section 40, Block 17,, over and across said
Walker tract and Section 121 , Block 34 the following five (4) calls:

North 42 degrees, 37 minutes, 54 seconds East, a distance of 320.02 feet to a point for
corner;

South 47 degrees, 04 minutes, 38 seconds East, a distance of 244.53 feetto a point for
corner;

South 42 degrees, 37 minutes, 54 seconds West, a distance of 320.02 feet to a point for
corner;

North 47 degrees, 04 minutes, 38 seconds West, a distance of 244,53 feet to the POINT
OF BEGINNING;

CONTAININ G:78,254 square feet or '1 .796 acres of land, more or less.

TRACT III

DESCRIPTION, of a 1.561 acre lract of land situated in the Section 121, Block 34, Houston &
Texas Central Railway Company Survey, Abstract No, 238, Ward County, Texas; said tract being
all that certain tract of land described in Special Warranty Deed to SBX Autonomous, LLC
recorded in Volume 2018,Page7947, Deed Records of Ward County, Texas; said 1.561 acre
tract being more particularly described as follows;

COMMENCING, at the southwest corner of said SBX Autonomous tract in the northwest line of
said Section 121,Block34, the southeast line of said Section 42, Block 18, and the northwest line
of the Texas and Pacific Railway Company Railroad;

Exhibit A-1
?urchase and Sale Contract (Phasc l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 38 of 55

THENCE, North 42 degrees, 37 minutes, 54 seconds East, along the said northwest line
of Section 121 , Block 34, the said southeast line of Section 42, Block 18, and the northwest
line of said SBX Autonomous tract, passing the southeast corner of said Section 42,Block
'18 and the southwest corner of said Section 40, Block 17, and continuing along the
southeast line of Section 40, Block 17, a distance of 4,102.06 feet to the POINT OF
BËGINNING;

THENCE, North 42 degrees, 37 minutes, 54 seconds East, continuing along the said northwest
line of Section 121 , Block 34, the said southeast line of Section 40, Block 17 , and the northwest
line of said SBX Autonomous tract, a distance of 590.39 feet to a point for corner;

THENCE, departing the said northwest line of Section 121, Block 34, the said southeast line of
Section 40, Block 17 and the said northwest line of the SBX Autonomous tract, the following five
(5) calls:

South 47 degrees, 04 minutes, 38 seconds East, a distance of 275.A0 feet to a point;

South 42 degrees, 37 minutes, 54 seconds West, a distance of 70.00 feet to a point;

North 47 degrees, 04 minutes, 38 seconds West, a distance of 190.00 feet to a point;

South 42 degrees, 37 minutes, 54 seconds West, a distance of 626.50 feet to a point;

North 04 degrees, 03 minutes, 04 seconds East, a distance of 136.30 feet to the POINT
OF BEGINNING;

CONTAINING, 67,993 square feet or 1.561 acres of land, more or less.

Exhibit A-1
Pu¡chase and Sale Contract (Phasc I -Layerl Tcch)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 39 of 55

EXHIBIT B
FORM OF SPECIAL \ryARRANTY DEEI)

NOTICB OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON' YOU


MAY REMOVE OR STRIKB ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BBFORB IT IS FILED FOR R.ECORD IN THE PUBLTC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

AFTBR RECORDING, RETURN TO:

Attn

SPECIAL WARRANTY DEED

STATE OF TEXAS {i
ii
COUNTY OF WARD $

HODL Ranch I, LP, a Texas limited liability company ("Grantor"), f6¡ and in
consideration of the sum of TEN DOLLARS ($10) and other good and valuable consideratìon, the
receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and
CONVEYED, and by these presents does GRANT, SELL and CONVEY unto fPurchaser], a
fPurchaser Entity] ("Grantee"), the real property in Ward County, Texas, fully described in
Exhibit A (the "Land"), together with all buildings, structures, fixtures, mechanical systems and
other improvements located on such real property, including without limitation the electric
substation located thereon, and all rights, privileges, easements and appurtenances pertaining to,
held or enjoyed in connection with the Land and all reversions and remainders in or to such real
property (collectively, the "Property") and Grantor's right, title and interest, if any, in and to any
and all mineral rights and interests relating to such real property (present or reversionary) and any
ancl all roads, streets, alleys, strips, gores, pieces of property and other ways (open or proposed)
adjacent or contiguous to or abutting, affecting, crossing, fronting or bounding such real property.

This Special Warranty Deed and the conveyance set forth herein is executed by Grantor
and accepted by Grantee subject only to the matters described in Exhibit B, to the extent the same
are validly existing and applicable to the Property (collectively, the "Permitted Exceptions").

TO HAVE AND TO HOLD the Property, together with any and all the rights and
appurtenances thereto in any way belonging unto Grantee, Grantee's successors and assigns
forever; and Grantor does hereby bind itself and its successors and assigns to WARRANT AND

Exhibit B-1
Pu¡clrase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 40 of 55

FOREVERDEFEND all and singularthe Propertyunto Grantee, Grantee's successors and assigns,
against evely person whomsoever lawfully claiming or to claim the same or any part thereof, by,
through, or under Grantor, but not otherwise, and subject to the Perrnitted Exceptions.

Grantee's address is

IGrantee]

Attn

Grantor having paid to Grantee its prorated share of taxes attributable to the period
preceding the date hereof, Grantee, by its acceptance hereof, does hereby assun:Ie and agree to pay
all ad valorem taxes and special assessments pertaining to the Property for calendar yeàr 2019, and
all subsequent years.

[Signature page follows.]

Exhibit B-2
Purchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 41 of 55

EXECUTED as of _,2019
HODL RANCH I, LP,
a Texas limited partnership

By: HODL Ranch I GP, LLC,


a Texas limited liability company,
its general partner

By
Name:
Title:

STATE OF $
$
COLINTY OF $

This instrument was acknowledged before me on this clay of


2019,by , the
-
of FIODL Ranch l GP, LLC, a Texas limited liability company, as general pafiner of HODL Ranch
I, LP, a Texas limited pafinelship, on behalf of said limited parlnership.

Signature of Notary Public, State of

I Personalized Seal of Notary ]

Exhibit A - Legal Description


Exhibit B - Permitted Exceptions

Exhibit B-3
Purchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 42 of 55

EXHIBIT A TO SPECIAL WARRANTY

Legal Description of Property

Exhibit B-4
Purchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 43 of 55

EXHIBIT B TO SPECIAL WARRANTY DEED


Schedule of Permitted Exceptions

[To be populated with only recorded instruments identifîed in the final Title Commitment and
which constitute Permitted Exceptions pursuant to the Contract]

Exhibit B-5
Pu¡chase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 44 of 55

EXHIBIT C

FORM OF BILL OF SALE AND GENERAL ASSIGNMBNT

THIS BILL OF SALE AND GENERAL ASSIGNMENT ("Bill of Sale and Assisnment")
is rnade this day of , 2019, by HODL Ranch I, LP, a Texas limited
partnership ("s!þ"), in favor of a
("Purchaser").

BACKGROUND

Seller and Purchaser entered into that certain Purchase and Sale Contract dated as of July
_,2019 (the "Çq1¡rac!") with respect to the sale of certain Property commonly known as the
Phase I property, as identified therein. Any capitalized term used, but not otherwise defined
herein, has the meaning set forth in the Contract.

NOW, TIIEREFORE, for ten dollars ($10.00) and other good and valuable consideration,
the receipt ancl sufficiency of which are hereby acknowledged, Seller and Purchaser agree as
follows:

L Transfer of Personal Property, Seller does hereby absolutely and unconditionally


give, grant, bargain, sell, transfer, set over, assign, convey, release, conftm and deliver to
Purchaser all of Seller's right, title, and interest, if any, in and up to, the Fixtures and Tangible
Personal Property, and the lntangible Personal Property, without representation or wananty of any
kind whatsoever except as set forth in the Contract or in this Bill of Sale and Assignment.

2. Assignment of FEA. Water Supplv Agreement and Electricitv Agleement and


Indemniry. As of the Effective Date, Seller hereby assigns, sells and transfers ,without recourse
or warranty except as set forth in this Section 2, to Purchaser all of Seller's right, title and interest,
in and to the FEA, Water Supply Agreement and Electricity Agreement (the "Agreemen.¡!q").
Seller represents and warrants that (a) the Agreements have not been amended except as disclosed
in writing by Seller to Purchaser, (b) Seller has not previously assigned, conveyed or transferred
the Agreements or any interest therein, (c) no default exists under the tems thereof by Seller and
to Seller's knowledge, no defaults exists thereunder by any other party thereto, and (d) the interest
therein hereby assigned is free and clear of all liens and encumbrances arising by, through or under
Seller, and (e) no consents fi'om any third parties are required with respect to this Assignment other
than such consents as have been previously obtained by Seller and which remain in full force and
effect. Seller shall indemniSu, hold harmless and defend Purchaser from and against any and all
claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable
attorneys' fees) resulting by reason of the failure of Seller to pay, perfonn or discharge any of the
debts, duties, liabilities or obligations arising under the FEA and Water Supply Agreement, which
are based on events occurring on or prior to the date of this Assignment or in connection with the
execution hereof.

3. Assurnption and lndemnity. As of the Effective Date, Purchaser assumes the


payment and performance of, and agrees to pay, perform and discharge, all the debts, duties and
obligations to be paid, performed or discharged to the extent arising from and after the date hereof,
which are based on events occurring or sen¿ices performed on or after the date of this Assignment

Exhibit C-l
Purcbase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 45 of 55

as the "Customer" or "SBX", as applicable, under the FEA, Water Supply Agreement, and
Electricity Agreement. Assignee agrees to inciemnify, hold harmless and defend Assignor from
and against any and all claims, losses, liabilities, damages, costs and expenses (including, without
limitation, reasonable attorneys' fees) resulting by reason of the failure of Assignee to pay, perform
or discharge any of the debts, duties or obligations assumed or agreed to by Assignee hereunder.

4. Counteflrafts. This Bill of Sale and Assignment may be executed in a number of


identical counterparts. Signatures may be delivered by facsimile or electronic clelivery, and such
signatures shall be binding on the parties hereto, with original signatures to be delivered as soon
as reasonably practical thereafter.

5. Attorneys' Fees. lf any action or proceeding is commenced by either parfy to


enforce its rights under this Bill of Sale and Assignment, the prevailing party in such action or
proceeding shall be awarded all reasonable costs and expenses incurred in such action or
proceeding, including reasonable attorneys' fees and costs (inclucling the cost of in-house counsel
and appeals), in addition to any otlier relief arvarded by the court.

6. Applicable Law. This Bill of Sale and Assignment shall be governed by and
interpreted in accordance with the laws of-the State of Texas.

7. Bindine Effect. This Bill of Sale and Ass ignment shall be binding upon and inure
to the benefit ofthe parties hereto and their respective successors and assigns

WITI-I RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR


INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY
OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR
ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY
OPERATION OF LAW OR IINDER THE LTNIFORM COMMERCIAL CODE FOR TI{E
STATE IN WHICH TFIE PROPERTY IS LOCATED (OR ANY OTFIER STATE).

[Retnainder oJ' p age inten tion ally left b lank.J

Exhibit C-2
Ìurchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 46 of 55

IN WITNESS V/HEREOF, the undersigued has executed this Bill of Sale and Assignment
as of the day and year first written above.

HODL RANCH I, LP,


a Texas limited partnership

By: HODL Ranch I GP, LLC,


a Texas limited liability company,
its general partÍìer

By
Name:
Title:

[Purchaser's Signature Page FollowsJ

Exhibit C-3
Purchase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 47 of 55

Purchaser:

IPURCHASBR]
a fPurcliaser's State] ltype entity]

By:
Name:
Title:

Exhibit C-4
Purchase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 48 of 55

EXHIBIT D

FORM OF ASSIGNMENT OF EASEMENTS

THIS ASSIGNMENT ("Assisnment") is made this _ clay of 2019,


by a ("&!!9"), in favor of
a ("Purchaser"), having an address of

BACKGIIOUND:

Reference is made to that certain fdescription of Ancillary Easement] (the "Agr99@1").

Seller is the "[UseriGrantee]" uncler the Agreement.

NO'W, TFIEREFORE, for ten clollars ($10.00) and other goocl and valuable consideration,
the receipt and suffrciency of which are hereby acknowledged, Seller and Purchaser agree as
follows:

i. Assignment of Agreernent. lFor Oncor Agreement: As of the Effective Date,


Seller hereby assigns and transfers, without recourse or warranty except as provided herein or in
the Purchase Contract dated 2019 by and between HODL Ranch l, LP and Purchaser,
to Purchaser all of Seller's right, title and interest of the [User/Grantee] under the Agreement.
Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims,
losses, liabilities, damages, costs and expenses (including, without limitation, reasonable
attorneys' fees) resulting by reason of the failure of Seller to pay, perform or discharge any of the
debts, duties, liabilities or obligations arising under the Agreement, which are based on events
occurring on or prior to the date of this Assignment, including, without limitation, any payments
required in connection with obtaining any required consents to this Assignment.] lFor Access
Easement and Power Lines Easement As of the Effective Date, Seller hereby assigns and transfers,
without recourse or wamanfy except as providecl herein or in the Purchase Contract dated
2019 by and between HODL Ranch l, LP and Purchaser, to Purchaser, Seller's right,
title and interest in an undivided interest in all rights, title and interests of the [User/Grantee] under
the Agreement. Seller shall indemnify, hold harmless and defend Purchaser from and against any
and all claims, losses, liabilities, damages, costs and expenses (including, without limitation,
reasonable attorneys' fees) resulting by reason of the failure of Seller to pay, perfonn or discharge
any of the debts, duties, liabilities or obligations arising under the Agreement, which are based on
events occurring on or prior to the date of this Assignment or which are based on any actions or
omissions of Seller or its affiliates with respect to the Agreement on or after the date of this
Assignment, including, without limitation, any payments rcquired in connection with obtaining
any required consents to this Assignment.] Seller represents and warrants that (a) the Agreement
has not been amended, (b) Seller has not previously assigned, conveyed or transferred the fOncor
Agreement]fAccess Easement and Power Lines Easernent] or any interest therein, (c) no default
exists under the terms thereof by Seller and to Seller's knowledge, no defaults exists thereunder
by the grantor thereof, and (d) the interest therein hereby assigned is free and clear ofall liens and
encumbrances arising by, through or under Seller, and (e) fno consents from any third parties are
required with respect to this Assignment other than such consents as have been previously obtained

Exhibit D-1
Purchase and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 49 of 55

by Seller lif applicable, except.for the consent of the University of Texos Board of RegentsJ and
which remain in full fbrce and effect.]

2. and lnd As of the Effective Date, Purchaser assumes the


payment and performance of, and agrees to pay, perfonn and discharge, all the debts, duties and
obligations to be paid, perforrned or discharged from and after the date hereof, which are based on
events occurring or services performed on or after the date of this Assignment as the
"[User/Grantee]" under the Agreement. Assignee agrees to indemnify, hold harmless and def-end
Assignor from and against any and all claims, losses, liabilities, darnages, costs and expenses
(including, without limitation, reasonable attomeys' fèes) resulting by reason of the failure of
Assignee to pay, perform or discharge any of the debts, duties or obligations assumed or agreed to
by Assignee hereunder.

3. Counterparts. This Agreement may be executed in a number of identical


counterparts.

4. Attome)'s' Fees. If
any action or proceeding is commenced by either party to
enforce its rights under this Assignment, the prevailing party in such action or proceeding shall be
awarded all reasonable costs and expenses incuned in such action or proceeding, including
reasonable attomeys' fees and costs (including the cost of in-house counsel and appeals), in
addition to any other relief awarded by the couft.

5. Applicable Law. This Assignrnent shall be governed by and interpreted in


accordance with the laws of the State of Texas.

6. Binding Effect. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR


INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY
OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR
ANY OTHER V/ARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY
OPERATION OF LAW OR UNDER THE IINIFORM COMMERCIAL CODE FOR THE
STATE IN WI{TCH THE PROPERTY IS LOCATED (OR ANY OTHER STATE).

[Remaínder of page intentionally left blank.J

Exhibit D-2
Purchasc and Sale Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 50 of 55

IN WITNESS WHEREOF, the undersigned has executed this Assignment as of the day
and year first written above.

INSERT SIGNATURES AND NOTARY


BLOCKS FOR SELLER AND
PURCHASER

llnclude conserxt of Grantor for assignment of Access Easement and/or Power Lines Easement,J I

1 Seller to obtain the consent of any lienholders on the encumbered property

Exhibit D-3
Pu¡chase and Sale Contract (Phase l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 51 of 55

SCHEDULE 1

DEFINED TERMS
((ADA"
L has the meaning set forth in Section 13.21.

2'..@''meanS(i)EasementNo.15955AccessRoaddated
November l, 2018, from Board of Regents of the University of Texas System to SBX
Autonomous, LLC recorded in the Ward County, Texas, real property records under Clerk's File
No. 2018-7661(the "Access Easement"); (ii) Easernent No. 15956 Power Lines dated October 1,
2018, from Board of Regents of the University of Texas System to SBX Autonomous, LLC
recorded in the Ward County, Texas, real property records under Clerk's File No. 2018-7931 (the
..@',),and(iii)ErrcroaclrmentonEasementdatedNovember12,20I8,by
and between Oncor Electric Delivery Company LLC and Autonomous Crypto Corporation
recorded in the Ward County, Texas, real property records under Clerk's File No. 2019-1182,
which seller shall cause to be assigned by Autonomous Crypto Corporation to Seller before
Closirig (the "9Jgg$g!@!").

3. " ' means the Bill of Sale and General


Assisnment in the form attached hereto as Exhibit C.

4,..@',meanSanydayotherthanaSaturdayorSundayorFedera1holiday
or legal holiday in the State of Texas. Unless the references in this Contract to any specific time
period expressly uses the capitalized term "þ!ry!q-b,", the number of days for such time
period shall be based on calendar days.

5. '(@j¡g'r means the consummation of the purchase and sale and related
transactions contemplated by this Contract in accordance with the terms and conditions of this
Contract.

6...@',meanSthedateonwhichdatetheClosingoftheconVeyanceofthe
Property is required to be held pursuant to Section 5.1.

7 . "Closing Date Adjustments" has the meaning set forth in Section 5.4.1.
(6code"
8. has the meaning set forth in Section 2.3.6.

9. "Consultants" has the meaning set forth in Section 3.1.

10. "pgflq3eeEs.1[ma]!9" has the meaning set forth in Section 11'1.

11. "DamageNo1!¡ce" has the meaning set forth in Section 11.1.

12. r'Deed" means the Special Warranty Deed in the form attached as Exhibit B
conveying indefeasible fee title to Purchaser, subject only to the Permitted Exceptions, and to be
recorded in the Real Property Records of Ward County, Texas.

13. (!!qq¡!" has the meaning set forth inSection2.2.2.

Schedule 1-1
Pu¡chase and Sale Contract (Phase 1 -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 52 of 55

14. "EAT" has the meaning set forth in Section 13.18

l5...@,meanSthebasecontractforthesupp1yofelectricitywith
TXU Energy Retail Company LLC effective April 17 ,2019.

16. "E!@1¡@þ!9" means the date an executed counterpart of this Contract signed
by Purchaser and by Seller shall have been delivered top and received by the Escrow Agent as
evidenced on the Escrow Agent's signed acknowledgetnent page hereto.

17. "E!çryégj" has the meaning set forth in Section 2.2.1.

18. "&ë!þjli!y Jgr,!g¡!" has the meaning set forth in Section 3.i.
19. .(FEA" means the Transmission/Substation Facility Extension Agreement dated
June 8, 20L8, between Autonomous Oìl LLC, and TNMP, as amended by Amendment Number
One to Transmission/Substation Facility Extension Agreement executed by Autonomous Oil, LLC
on June 14,2019, and by TNMP on June 18, 2019.

20. "þ!þ!]!!y-þ|g1[,'has the meaning set forth in Section 3.1

21. " '


means all fixtures, furniture,
fuinishings, httings, equipment, machinery, apparatus, appliances and other articles of tangible
personal property owned by Seller and located on the Land, in the Improvements or within any
easements appufienant to or benefitting the Land as of the Effective Date and used or usable in
connection with the occupation or operation of all or âny part of the Property, including, without
limitation, Seller's right, title and interest, if any, in the off-site transmission line extending from
the substation to the electric grid and the electricity meter to the Land and lmprovements. The
term..',doeSrrotinclude(a)equipmentleaseclbySeller
and the interest of Seller in any equipment provided to the Property for use, but not owned or
leased by Seller, and (b) property owned or leased by any tenant or guest, employee or other person
furnishing goods or services to the Property.

22. "Good Funds" means immediately available funds in U.S. dollars.

23 "I4gprgygg.1þ" means the transformers and a 110 MVA private substation.

24. " " has the meaning set forth in Section


2.2.1.

25. "Inspections" has the meaning set forth in Section 3.1

26. " " means all warranties relating to the


Improvements and Tangible Personal Property, and (b) the drawings described on Schedule 3.5.

27. r'Lalld" means all of those certain tracts of land located in the State of Texas
described on Exhibit A, and all rights, privileges and appurtenances perlaining thereto, as more
particularly described in the Deed, and specif,rcally excluding any rights, title and interests in and
to oil, gas, hydrocarbon substances and other minerals situated on, in and under the Land.

Schedule l-2
Purchase and Salc Contract (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 53 of 55

28 '¡Losses" has the meaning set forth in Section 3.4.1.

29 "!þ!qþþ" has the meaning set forth in Section 3.5.1.

((MVA"
30 means Megavolt Ampere.

3l "Ni¡'vExcep.1[jon" has the meaning set forth in Section 4.5.

32 " " has the meaning set forth in Section 4.5.

JJ "9b|!ç.1!!onDeat!]!ne" has the meaniug set forth in Section 4.3.

34 "0Þjec1!!onNo.1!þ" has the meaning set forth in Section 4.3.

35 "Qjections" has the meaning set forth in Section 4.3.

36 "þ1¡y," means Purchaser, Seller or any permittecl successor or assign thereof.

JI "@" has the meaning set forth in Section 4.4.

38 "Phase 1.5 Contract" has the meaning set forth in Paragraph C. of the Backgrouncl

39...@!.@',meanSanyoftlrefollowirrg:(a)apersonorentitythatis
listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on
Terrorist Financing (effective September 24,2001) (the "E¡gcutive Order"); (b) a person or entity
owned or controlled by, or acting for or on behalf of any person or entity that is listecl in the Annex
to, or is otherwise subject to the provisions of, the Executive Order; (c) a person or entity that is
named as a "specially designated national" or "blocked person" on the most cunent list published
by the U.S. Treasury Department's Offîce of Foreign Assets Control ("@\rÇ.") at its official
website, htç:/iwww.treas.gov/offices/enforcement/ofac; (d) a person or errtity that is otherwise the
target of any economic sanctions program cumently administered by OFAC; or (e) a person or
entity that is affiliated with any person or entity identified in clause (a), (b), (c) andior (d) above.

40. "þpÉy" means (a) the Land and Improvements, all easements, rights,
privileges, and appurtenances belonging or in any way appertaining to the Land and
Improvements, (b) the FEA, (c) the Water Supply Agreement, (d) the Ancillary Easements, (e) the
Fixtures and Tangible Personal Property, and (f) the lntangible Personal Property.

41. "Purchase Price" means the consideration to be paid by Purchaser to Seller for the
purchase of the Property pursuant to Section 2.2.

42. "Q!" has the meaning set forth in Section 13.18.

43. "BesponseDeatlliæ" has the meaning set forth in Section 4.3.

44. "ResnonseNg]!¡ce" has the meaning set forth in Section 4.3.

45. "@" has the meaning set forth in Section 5.4.4.

Schedule 1-3
lurchase and Sale Contrâct (Phase I -Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 54 of 55

46. " dqLDgpg$!" has the meaning set forth inSection2.2.2.

47. "@" has the meaning set fofth in Section 3.4.1

48.
"seller Joinder Parties" means SBX Autonomous, LLC, as the holder of the
Ancillary Easement not curently held by Seller and the Water Supply Agrcement, and
Autonomous Oil, LLC, as the holder of the FEA.

49. "sellerts Propertv-Related Files and Records" has the meaning set forth in
Section 5.5.

50. "seller's Representations" has the meaning set forth in Section 6.1.
51. "$g¡:g" meâns the ALTA land title survey of the Property prepared by Kyle
Coleman Harris (RPLS No. 6266) dated February 15,2019, last updated after the Effective Date
and certihed to Purchaser, Seller and the Title Company.

52. "Surviv Period" has the meaning set forth in 63

53. "Survival Provisions" has the meaning set forth in Section 13.27

54,..@,,meanSanyreports,studiesorotherinformatioriprepared
or compiled for Purchaser by any Consultant or other third-party in connection with Purchaser's
investigation of the Property.

55. "Title Commitment" has the meaning set forth in Section 4.1.

56. "Title Documents" has the meaning set forth in Section 4.1.

. "Title Insurer" has the meaning set forth in Section 2.2.1,


57

58. "Titleþ!!cv" has the meaning set forth in Section 4.1.


59. "UI![!'' means Texas New Mexico Power or its successor entity that provides
electricity to the Property.

60...@',meanStheWaterSupp1yAgreementbefweenFelix
Water, LLC and SBX Autonomous, LLC, effective October 24,2019, and any amendment and
replacement thereto.

Schedule I -4
Purchase and Sale Contract (Phasc l-Layerl Tech)
Case 4:20-cv-00078 Document 1-2 Filed 10/30/20 Page 55 of 55

SCHBDULE 3.5

LIST OF MATBRIALS

ALL DELIVERIES ARE MADB SUBJECT TO THE PROVISIONS OF SBCTION 3.5.2


OF THE CONTRACT.

(a) The FEA dated June 8, 2018, amendment to the FEA executed by Autonomous Oil, LLC
on June 14,2019, and by TNMP on June 18,2019, and associated letter of credit dated
August 15,2019, all other amendments thereto.

(b) The Phase I environmental site assessment prepared by Cottonwood Consulting and dated
March 20l8.

(c) The Survey and drawings of the Ancillary Easements (to the extent shown on the Ancillary
Easements).

(d) The Geotech report prepared by Terracon dated October 23,201.8.

(e) Letter on zoning prepared by Martin Legal Group dated September 5, 2018.

(Ð One-line diagram fol ll0 MVA substation prepared by SGS Engineering dated July 25,
2018.

(e) Base contract for the supply of electricity with TXU Energy Retail Company LLC effective
July 24,2019, and all amendments thereto.

(h) Water Supply Agreement and all amendments thereto

(i) Site plan prepared by Pacheco Koch.

û) A copy of all warranties in effect with respect to the 110 MVA substation, the
commissioning docurnentation relatecl to the substation, the as-built drawings and the
equipment manuals.

Schedule 3.5
Purchasc and Sale Contract (Phasc I -Laycrl Tech)
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 1 of 50

EXHIBIT 3

Purchase and Sale Agreement for Expansion


Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 2 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 3 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 4 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 5 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 6 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 7 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 8 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 9 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 10 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 11 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 12 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 13 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 14 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 15 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 16 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 17 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 18 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 19 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 20 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 21 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 22 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 23 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 24 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 25 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 26 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 27 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 28 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 29 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 30 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 31 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 32 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 33 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 34 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 35 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 36 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 37 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 38 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 39 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 40 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 41 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 42 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 43 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 44 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 45 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 46 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 47 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 48 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 49 of 50
Case 4:20-cv-00078 Document 1-3 Filed 10/30/20 Page 50 of 50
Case 4:20-cv-00078 Document 1-4 Filed 10/30/20 Page 1 of 2
JS 44 (Rev. 10/20) CIVIL COVER SHEET Case No.: 20-cv-78
The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as
provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the
purpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)
I. (a) PLAINTIFFS DEFENDANTS

Dolic, Jakov Layerl Technologies, Inc.

(b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant San Francisco
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)
NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF
THE TRACT OF LAND INVOLVED.

(C) Attorneys (Finn Name, Address, and Telephone Number) Attorneys (If Known)
Robert S. Harrell, MAYER BROWN LLP
700 Louisiana Street, Suite 3400, Houston, TX 77002
(7131 238-3000
II. BASIS OF JURISDICTION (Place an "X" in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an "X" in One Boxfor Plaintiff
(For Diversity Cases Only) and One Boxfor Defendant)
❑ I U.S. Government 03 Federal Question PTF DEF PTF DEF
Plaintiff (U.S. Government Not a Party) Citizen of This State 01 0 1 Incorporated or Principal Place
of Business In This State
111 0 4

02 U.S. Goverment E4 Diversity Citizen of Another State 02 0 2 Incorporated and Principal Place ❑ s E5
Defendant (Indicate Citizenship ofParties in Item III) of Business In Another State

Citizen or Subject of a 03 ❑3 Foreign Nation ❑ o 0


Foreirm Country
IV. NATURE OF SUIT (Place an "X" in One Box Only) Click here for: Nature of Suit Code Descriptions.
CONTRACT TORTS FORFEITURE/PENALTY BANKR1 .1' 1C1 0111FR ',1A11. IFS I
1625 Drug Related Seizure
. 110 Insurance
120 Marine
. 130 Miller Act
d PERSONAL INJURY
310 Airplane
315 Airplane Product
PERSONAL INJURY
365 Personal Injury -
Product Liability
of Property 21 USC 881
1690 Other
]
422 Appeal 28 USC 158
423 Withdrawal
28 USC 157
]


375 False Claims Act
376 Qui Tam (31 USC
3729(a))
. 140 Negotiable Instrument Liability 367 Health Care/ 400 State Reapportionment
. 150 Recovery of Overpayment A 320 Assault, Libel & Pharmaceutical _ PROPF.R1) RIGII-I S
il=
410 Antitrust
& Enforcement of Judgment Slander Personal Injury — 820 Copyrights — 430 Banks and Banking
. 151 Medicare Act A 330 Federal Employers' Product Liability — 830 Patent — 450 Commerce
In 152 Recovery of Defaulted Liability . 368 Asbestos Personal _ 835 Patent - Abbreviated — 460 Deportation
Student Loans ] 340 Marine Injury Product New Drug Application _ 470 Racketeer Influenced and
(Excludes Veterans) 345 Marine Product Liability 840 Trademark Corrupt Organizations
II 153 Recovery of Overpayment
of Veteran's Benefits
ll 160 Stockholders' Suits
d Liability
350 Motor Vehicle
355 Motor Vehicle
PERSONAL PROPERTY
. 370 Other Fraud
. 371 Truth in Lending
=

Act
LABOR
7710 Fair Labor Standards
880 Defend Trade Secrets 1
Act of 2016
1
480 Consumer Credit
(15 USC 1681 or 1692)
485 Telephone Consumer
190 Other Contract Product 380 Other Personal 1720 Labor/Management ___SOCIAL SECURITY Protection Act
195 Contract Product Liability 1 360 cPteLia
rsobniallitY . Property Damage Relations 861 HIA (I395ff) 490 Cable/Sat TV
196 Franchise Injury . 385 Property Damage ] 740 Railway Labor Act —
— 862 Black Lung (923) 850 Securities/Commodities/
rities/Commodities/
1 362 Personal Injury - Product Liability 751 Family and Medical 863 DIWC/DIWW (405(g)) Exchange
Medical Malpractice Leave Act 864 SSID Title XVI 1 890 Other Statutory Actions
= REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 1790 Other Labor Litigation 1 865 RSI (405(g)) 891 Agricultural Acts
210 Land Condemnation 440 Other Civil Rights Habeas Corpus: _1791 Employee Retirement 893 Environmental Matters
220 Foreclosure
230 Rent Lease & Ejectment
240 Torts to Land
441 Voting
442 Employment
443 Housing/
463 Alien Detainee
510 Motions to Vacate
Sentence
Income Security
ty Act
n FEDERAL TAX SUITS
870 Taxes (U.S. Plaintiff
or Defendant) ]
895 Freedom of Information
Act
896 Arbitration
245 Tort Product Liability Accommodations 1 530 General . 871 IRS—Third Party 899 Administrative Procedure
290 All Other Real Property 445 Amer. w/Disabilities - 1 535 Death Penalty IMMIGRATION 26 USC 7609 Act/Review or Appeal of
9
Employment Other: 462 Naturalization Application Agency Decision
1 446 Amer. w/Disabilities - — 540 Mandamus & Other 465 Other hmnigration 1 950 Constitutionality of
Other — 550 Civil Rights Actions State Statutes
1 448 Education _ 555 Prison Condition
__ 560 Civil Detainee -
Conditions of
Confinement
V. ORIGIN (Place an "X" it One Box Only)
El Original 02 Removed from
0 3 Remanded from 0 4 Reinstated or 0 5 Transferred from 0 6 Multidistrict 0 8 Multidistrict
Proceeding State Court Appellate Court Reopened Another District Litigation - Litigation -
(specifi) Transfer Direct File
Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):
28 U.S.C. 1332
VI. CAUSE OF ACTION Brief description of cause:
Purchase Money Resulting Trust
VII. REQUESTED IN 0 CHECK IF THIS IS A CLASS ACTION DEMAND $ CHECK YES only if demanded in complaint:
COMPLAINT: UNDER RULE 23, F.R.Cv.P. JURY DEMAND: EYes EINo

VIII. RELATED CASE(S)


(See instructions):
IF ANY JUDGE DOCKET NUMBER
DATE SIGNATURE OF ATTORNEY OF RECORD
10/30/2020 /s/Robert S. Harrell
FOR OFFICE USE ONLY

RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE


Case 4:20-cv-00078 Document 1-4 Filed 10/30/20 Page 2 of 2

JS 44 Reverse (Rev. 10/20)

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44


Authority For Civil Cover Sheet

The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as
required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is
required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of
Court for each civil complaint filed. The attorney filing a case should complete the form as follows:

Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, use
only the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and then
the official, giving both name and title.
County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the
time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land
condemnation cases, the county of residence of the "defendant" is the location of the tract of land involved.)
Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting
in this section "(see attachment)".

Jurisdiction. The basis of jurisdiction is set forth under Rule 8(a), F.R.Cv.P., which requires that jurisdictions be shown in pleadings. Place an "X"
in one of the boxes. If there is more than one basis of jurisdiction, precedence is given in the order shown below.
United States plaintiff. (1) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and officers of the United States are included here.
United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an "X" in this box.
Federal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment
to the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes
precedence, and box 1 or 2 should be marked.
Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the
citizenship of the different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversity
cases.)

III. Residence (citizenship) of Principal Parties. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark this
section for each principal party.

IV. Nature of Suit. Place an "X" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of suit code
that is most applicable. Click here for: Nature of Suit Code Descriptions.

V. Origin. Place an "X" in one of the seven boxes.


Original Proceedings. (1) Cases which originate in the United States district courts.
Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441.
Remanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filing
date.
Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.
Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or
multidistrict litigation transfers.
Multidistrict Litigation — Transfer. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C.
Section 1407.
Multidistrict Litigation — Direct File. (8) Check this box when a multidistrict case is filed in the same district as the Master MDL docket.
PLEASE NOTE THAT THERE IS NOT AN ORIGIN CODE 7. Origin Code 7 was used for historical records and is no longer relevant due to
changes in statue.

VI. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional
statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553 Brief Description: Unauthorized reception of cable service.

VII. Requested in Complaint. Class Action. Place an "X" in this box if you are filing a class action under Rule 23, F.R.Cv.P.
Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction.
Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.

VIII. Related Cases. This section of the JS 44 is used to reference related pending cases, if any. If there are related pending cases, insert the docket
numbers and the corresponding judge names for such cases.

Date and Attorney Signature. Date and sign the civil cover sheet.