Professional Documents
Culture Documents
Dolic V S Layer1
Dolic V S Layer1
Plaintiff,
vs.
Defendant.
VERIFIED COMPLAINT
Plaintiff Jakov Dolic complains against Defendant Layer1 Technology, Inc. (“Layer1”)
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
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.
Layer1 Technologies, Inc. with Alexander Liegl, who falsely promised Dolic that he could raise
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
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
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
PARTIES
California. Layer1 can be served with citation through its agent, GKL Registered Agents of DE,
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.
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
12. This court has in rem and quasi in rem jurisdiction because the Substation and
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
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.
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
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
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
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
22. On June 21, 2019, Dolic and Liegl flew to Ward County, Texas, to explore the
substation constructed thereon with top rating normal capacity of 110 Megawatt (the
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
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
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).
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”),
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
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
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
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.”
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
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,
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
COUNT I
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
50. Under the circumstances, it would be unjust to allow Layer1 to retain the benefit of
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
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
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
59. Under the circumstances, it would be unjust to allow Layer1 to retain the benefit of
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
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).
67. Layer1’s claim to title of the Substation and Expansion is invalid and ineffective.
COUNT III
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
73. That breach has caused damage to Dolic in the amount that Dolic paid for the
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
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
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
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
COUNT V
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
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
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
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
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
(2) For an order imposing a purchase money resulting trust on the Substation and
(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%
(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
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
BET\ryEEN
AS SELLER
AND
AS PURCHASER
Pyote, Texas
TABLE OF CONTENTS
-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
-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
-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
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.
2.2.5
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
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.
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.
3.5.1
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.
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;
4.4 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:
5.2.2 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;
5.2.5 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;
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
5.3 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;
5.3.6
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
5.4.1 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").
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.
5.4.5 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:
6.1.3 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.
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.
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.
6.1.1 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.
6,2AS-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.
6.5.3
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.
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
8.1.1 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;
8.1.4
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.
8.1.8 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 :
8.2.3 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;
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
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:
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
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
Any notice required hereunder to be delivered to the Escrow Agent shall be cleliverecl in
accordance with above provisions as fbllows:
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.
13.13 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.
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).
13.20 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.
13.25 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.
13.26.2 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.
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:
By
Name:
Title: (,
A3 - 2t\ /.,q6<>
Purchaser:
By:
Name Alexander Lieql
Title: cEo
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.
Yd*"rJû-
Title: ¿
^r\AÀr^tr
By
N d
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
By:
Name:
Title:
BXHIBIT A
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 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
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:
North 04 degrees, 03 minutes, 04 seconds East, a distance of 136.30 feet to the POINT
OF BEGINNING;
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)
Attn
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.
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
Name:
Title:
STATE OF $
$
COLINTY OF $
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 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
[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
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:
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.
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
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.
By
Name:
Title:
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
BACKGIIOUND:
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:
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.]
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.
6. Binding Effect. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
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.
llnclude conserxt of Grantor for assignment of Access Easement and/or Power Lines Easement,J I
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!@!").
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.
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.
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
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.
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.
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
((MVA"
30 means Megavolt Ampere.
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.
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
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.
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.
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
(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).
(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.
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
(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
—
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
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.
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.