Letter of Intent for C2 Blockchain, Inc. Acquisition of 20% Interest in KBRTX02, LLC McAllen Project
A.R.T. Digital Holdings Corp. and C2 Blockchain, Inc. have signed a non-binding Letter of Intent for C2 Blockchain to acquire a 20% equity interest in the McAllen Project, owned by KBR TX02, LLC (a subsidiary of A.R.T. Digital), for $1,000,000. The purchase can be made in one or multiple payments within 90 days, with possible extension upon notice. Both parties agree to share due diligence materials and keep transaction details confidential. The LOI is non-binding except for provisions on due diligence, timeline, and confidentiality.
12600 Hill Country Blvd, Suite R-275
Bee Cave, TX 78738
LETTER OF INTENT
Date: July 1, 2025
From:
A.R.T. Digital Holdings Corp.
12600 Hill Country Blvd., Suite R-275 Bee Cave, TX 78620
Attn: Logan William Rice, Chief Financial Officer
Email: REDACTED
Phone: REDACTED
To:
C2 Blockchain, Inc.
12818 SW 8th St, Unit #2008
Miami, FL 33184
Attn: Levi Y. Jacobson, Chief Executive Officer
Email: ***@***
Phone: REDACTED
Acquisition of 20% Interest KBR TX02, LLC “McAllen Project”
This Letter of Intent ("LOI") outlines the proposed terms for C2 Blockchain, Inc. ("C2 Blockchain") to acquire a 20% equity interest in the McAllen Project, a Texas digital
infrastructure project ("Project"), owned by KBR TX02, LLC, a wholly-owned subsidiary of A.R.T. Digital Holdings Corp. ("A.R.T. Digital"). The total purchase price for this acquisition is One Million U.S. Dollars ($1,000,000).
| 1. | Transaction Summary |
C2 Blockchain, Inc. is poised to acquire a 20% ownership interest in the Project for a total of $1,000,000. This equity acquisition can be executed either in a single bulk transaction or through multiple tranches within the next ninety days. Should an extension beyond this period be necessary, A.R.T. Digital requires a thirty-day notice from C2 Blockchain to facilitate a renewal period for the equity purchase.
| 2. | Structure |
The investment will be structured as a direct equity interest in the current Project SPV.
| 3. | Due Diligence |
Each party shall furnish relevant corporate, financial, legal, and operational documentation in good faith. Logan William Rice will serve as the internal due diligence liaison for A.R.T. Digital, while Levi Y. Jacobson will assume the role of internal due diligence liaison for C2 Blockchain.
| 4. | Timeline |
Both parties intend to finalize definitive agreements and complete the transaction within 30 business days following the execution of this Letter of Intent. A.R.T. Digital will furnish the definitive agreement(s) necessary to conclude this transaction.
| 5. | Confidentiality |
All information, materials, and communications pertaining to this Letter of Intent (LOI) or the proposed transaction shall remain confidential and shall not be disclosed to third parties
without mutual consent, except as required by law.
6. Non-Binding Intent
This Letter of Intent (LOI) is non-binding and serves only to express the current intentions of the parties involved. However, Sections 3, 4, and 5 shall remain binding. No legal obligations will be established unless and until definitive transaction documents are fully executed.
-Signature Page to Follow-
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Accepted and Agreed:
Logan William Rice
Chief Financial Officer
A.R.T. Digital Holdings Corp.
REDACTED
REDACTED
Signature: /s/ Logan Rice
Date: 6/30/25
Levi Y. Jacobson
Chief Executive Officer
C2 Blockchain, Inc.
***@***
REDACTED
Signature: /s/ Levi Y. Jacobson
Date: 6/30/25
