Letter of Intent dated September 3, 2021

Exhibit 10.9

September 3, 2021

Mr. Britt Swan

President

Bitstream Mining, LLC

303 Pearl Parkway, Suite 200

San Antonio, TX 78215

Dear Mr. Swan,

This binding letter of intent (“Letter of Intent”), effective when executed by the parties hereto on the date set forth above, will evidence the current mutual intent, of which the basic terms and conditions are outlined below, pursuant to which Priority Power Management, LLC (“PPM”) and Bitstream Mining, LLC (“Bitstream”} would enter into an agreement (the “Transaction”) on the terms and conditions generally set forth herein. PPM and Bitstream may sometimes hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

This letter is intended to outline some of the key provisions for the proposed Transaction. The parties recognize that the proposed Transaction will require further investigation, discussion, negotiation, and documentation. The matters set forth in section C constitute a binding agreement. The matters set forth in sections A and B are not intended to and do not constitute a binding agreement of the Parties with respect to the Definitive Agreements.

In consideration of the rights and obligations of the Parties hereunder, and other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged by the Parties, the Parties hereby agree as follows:

A. General Terms of the Transaction:

B. Definitive Agreements:

C. Binding Agreement:

D. Confidentiality:

Neither party shall, without the prior written consent of the other party, disclose to any third party the existence of this letter or the Transaction contemplated by this letter, except (i} as may be required by applicable law, including, among others, the Securities Exchange Act of 1934 and the rules and regulations thereunder, (ii} as may be required to respond to any lawful summons, subpoena, or discovery order or to comply with any applicable law, order, regulation, or ruling, or (iii) to comply with such party’s obligations contained in this letter, or (iv} to either PPM’s or the Company’s attorneys, lenders, accountants, or advisors directly and solely for the purpose of evaluating the proposed Transaction, including taking any actions contemplated by this letter.

E. Governing Law:

This letter and the Transaction agreement will be governed by and construed in accordance with the laws of the State of Texas (without regard to any conflict of law principles that would require the application of the substantive laws of any other state or jurisdiction}.

Please indicate your acceptance and approval of the foregoing statements of our mutual intentions, which intentions are subject in all respects to the execution and delivery of a definitive Transaction agreement (except for the provisions of Sections C herein, which shall be binding on both parties}.

Delivery of an executed signature page of this letter by e-mail, or other customary means of electronic submission (i.e., a .pdf file} shall be deemed binding for all purposes hereof, without delivery of an original signature page being thereafter required. This letter may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument, notwithstanding the fact that all parties are not signatories to the original or the same counterpart.

[Signature Pages Follow]

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