Data Center Lease, dated as of December 6, 2023

Exhibit 10.34

EXECUTION VERSION

amended and restated data center LEASE

bETWEEN

***

AS LANDLORD,

and

TRINITY MINING GROUP, INC.

AS TENANT

Amended and restated data center LEASE

This Amended and Restated Data Center Lease (this “Lease”) is made and entered into this 6th day of December, 2023 (the “Lease Date”) by and between *** (“Landlord”), and TRINITY MINING GROUP, INC., a Delaware corporation (“Tenant”) or its successors or assigns, replacing that certain Data Center Lease, dated September 2023 (the “Original Lease”), which, by execution hereof, becomes null and void.

Landlord: ***

With a copy to:

Law Office of Chad Smith, P.C.

8008 Slide Road, Suite 33

Lubbock, Texas 79424

Rent (defined in Section 4.B) shall be payable to the order of Landlord at the following address (which payment address may be changed by not less than 10 days’ prior notice from Landlord to Tenant regarding same):

________________

________________

________________

Tenant: Trinity Mining Group, Inc.

105 Nursery Lane, Suite 110

Fort Worth, Texas 76107

Attn: ***

(i) Initial Term: Base Rent for the Initial Term shall be $2,100,000.00, which is the amount equal to the product of (a) the total acreage of the Land (70 acres, more or less), multiplied by (b) $3,000.00 per acre per year., multiplied by (c) 10 years, to be paid in the following installments:

Year 1 – $150,000, which has previously been provided to and accepted by Landlord

Year 2 - $210,000

Year 3 to 10 - $1,740,000

(ii) Initial Extension Terms: Base Rent for each Extension Term shall be the product of the then current total Base Rent multiplied by 1.20. By way of example only, the Base Rent for the first Extension Term shall be $2,520,000, which is the product of $2,100,000 multiplied by 1.2. Each subsequent Extension Term shall be a 20% increase. For example, the second extension would be $2,520,000 multiplied by 1.20 or $3,024,000.

The Parties acknowledge that the Base Rent for Year 1 of the Initial Term has already been delivered to Landlord and Landlord has accepted said payment in full satisfaction thereof. Notwithstanding the foregoing, $60,000.00 shall be paid to Landlord upon execution of this Lease for the Additional Acreage for Year 1. The Base Rent for Year 2 shall be paid on or before the second anniversary of the Lease Date. The entirety of the Base Rent for the third through tenth year of the Initial Term shall be paid in a one-time lump sum on or before the third anniversary of the Lease Date in satisfaction for the remaining term of the Initial Term. No further Base Rent shall be due or payable during the Initial Term. Base Rent shall be paid to Landlord, at Landlord’s option, either by cashier’s check sent to the payment address for Landlord set forth in Section 1.S or in immediately available federal funds (i.e., lawful money of the United States of America) sent

via such wiring instructions as Landlord may from time to time designate by notice to Tenant. Base Rent for partial calendar months shall be apportioned to reflect the number of days of the Term in such calendar month. Tenant's obligation with respect to reimbursement of Impositions and such other Additional Rent appropriately requiring adjustment shall also be prorated for any Fractional Month.

(A) Tenant shall not sublet the Premises or any part thereof or assign this Lease or any interest therein without the prior written consent of Landlord. Any such sublease or assignment attempted without Landlord's written consent shall be void and of no force and effect, at the option of Landlord.

(B) Notwithstanding anything herein to the contrary, Landlord shall have the right to sell, assign or transfer the Lease, together with Landlord’s rights hereunder at any time to any

person or entity to whom Landlord contemporaneously transfers all of its right, title and interest in and to the Land, and who assumes all of Landlord’s rights and obligations hereunder, so long as Landlord provides notice of such sale, assignment or transfer to Tenant within five (5) days of the effectiveness of such sale, assignment or transfer. In the event Landlord sells, assigns or transfers all or a portion of the Land, the grantee shall take the Land subject to this Lease.

(C) Notwithstanding the foregoing, Tenant shall have the right, without consent of Landlord, to assign a security interest in this Lease to a financing party of Tenant in connection with the financing of the construction, maintenance, repair and/or use of Premises and/or the Data Center. Additionally, the Parties acknowledge that any hosting agreements or third-party licensing agreements whereby Tenant agrees to keep in the Data Center and run as a host third-parties’ servers or hashing equipment in connection with Bitcoin or cryptocurrency mining, hashing, staking, or other methods of utilizing blockchain technology, shall not constitute an assignment or sublet of this Lease and shall not cause Tenant to be in default under this Lease. Subject to the foregoing, Tenant may not assign this Lease without Landlord’s consent.

A. Tenant’s Insurance. From and after the Commencement Date, Tenant shall maintain the following insurance (“Tenant’s Insurance”), at its sole cost and expense: (1) commercial general liability insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a per occurrence limit of no less than $1,000,000 and a $2,000,000 general aggregate limit; (2) causes of loss-special form (formerly “all risk”) property insurance, covering the Data Center and all other improvements and Alterations constructed and installed on the Land from time to time during the Term, and all of Tenant’s trade fixtures, equipment, furniture and other personal property located on or within the Premises (“Tenant’s Personal Property”) from time to time during the Term, in the amount of the full replacement cost thereof (“Tenant’s Property Insurance”); (3) business automobile liability insurance to cover all owned, hired and non-owned automobiles owned or operated by Tenant providing a minimum combined single limit of $1,000,000; (4) workers’ compensation insurance as required by the State of Texas, (5) employer’s liability insurance in an amount of at least $1,000,000 per occurrence; and (6) umbrella liability insurance that follows form in excess of the limits specified in (1), (3) and (5) above, of no less than $1,000,000 in the aggregate. Tenant’s liability insurance must provide contractual liability coverage covering Tenant’s liability under this Lease. All commercial general liability, business automobile liability and umbrella liability insurance policies shall name Landlord (or any successor), Landlord’s Mortgagee (if any), and other designees reasonably required by Landlord as the interest of such designees shall appear, as “additional insureds” and shall be primary with Landlord’s policy being secondary and noncontributory. Tenant’s Property Insurance shall name Landlord (or any successor) and Landlord’s Mortgagee (if any) as additional named insureds and loss payee under such policy or policies.

B. Tenant’s Insurance prior to the Commencement Date and upon renewal of such insurance coverage. No deductible or self-insured retention for Tenant’s Insurance shall exceed $25,000 without prior written approval of the Landlord, which approval may be withheld in Landlord’s sole discretion. All deductibles and/or retentions shall be paid by, assumed by, for the account of, and at the Tenant’s sole risk, and Tenant shall not be reimbursed for same. If Tenant

fails to maintain the insurance coverage required by this Section 9, Landlord may, upon 7 days advance written notice to Tenant (unless such coverage will lapse, in which event no such notice will be necessary), procure such policies of insurance and Tenant will promptly pay Landlord 105% of the cost of such policies. Landlord reserves the right to require Tenant to procure insurance in amounts and against such other risks as may be customarily insured from time to time during the Term by prudent owners or mortgagees of similar properties.

10. Indemnification and Waiver.

B. Waiver. Landlord will not be liable to Tenant or Tenant’s Affiliates for: (i) any damage to, or loss or theft of, any of Tenant’s Personal Property for any reason; or (ii) for any bodily or personal injury, illness or death of any person in, on or about the Premises arising at any time and from any cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Landlord. To the fullest extent permitted by law, Tenant waives (and will cause Tenant’s Affiliates to waive) all claims against Landlord arising from any liability described in this Section 10.B.

11. Mutual Waiver of Subrogation. Notwithstanding anything in this Lease to the contrary, Tenant waives, and shall cause Tenant’s Affiliates, Tenant’s insurance carrier(s) and any other party claiming through or under such carrier(s), by way of subrogation or otherwise, to waive any and all rights of recovery, claim, action or causes of action against Landlord or any Landlord Party for any loss or damage to the Premises (including, without limitation, the Data Center and any other Improvements), Tenant’s business, any loss of use of the Premises, and any loss, theft or damage to Tenant’s Personal Property, including all rights (by way of subrogation or

otherwise) of recovery, Claims, actions or causes of action arising out of the negligence or willful misconduct of Landlord or Landlord’s Employees, agents or contractors, which loss or damage is (or would have been, had the insurance required by this Lease been maintained) covered by insurance. In addition, Landlord shall cause its insurance carrier(s) and any other party claiming through or under such carrier(s), by way of subrogation or otherwise, to waive any and all rights of recovery, claim, action or causes of action against Tenant for any loss of or damage to or loss of use of the Premises (including, without limitation, the Data Center and any other Improvements), or any contents thereof, including all rights (by way of subrogation or otherwise) of recovery, Claims, actions or causes of action arising out of the negligence of Tenant or Tenant’s employees, agents, contractors or invitees, which loss or damage is (or would have been, had the insurance required by this Lease been maintained) covered by insurance.

12. Tenant Events of Default; Landlord Remedies.

A. Tenant Events of Default. The occurrence of any of the events listed below will constitute an “Event of Default” by Tenant under this Lease:

(i) Tenant fails to pay Base Rent, any Additional Rent or Impositions when due, and such failure continues for more than 30 days after Landlord gives written notice to Tenant of such failure;

(ii) Tenant fails to discharge any lien against the Premises or the Building in accordance with Section 7.C;

(iii) Tenant fails to maintain in force all policies of insurance required by this Lease or fails to provide Landlord with evidence of such insurance, and either of such failures continues for more than 7 days after Landlord gives Tenant written notice of such failure;

(iv) (1) Tenant or any guarantor of this Lease is bankrupt (which, in the case of an involuntary proceeding, is not permanently discharged, dismissed, stayed, or vacated, as the case may be, within 60 days of commencement); (2) a receiver, custodian, or trustee is appointed for the Premises or for all or substantially all of the assets of Tenant or of any guarantor of this Lease, which appointment is not vacated within 60 days following the date of such appointment; or (3) Tenant or any guarantor of this Lease becomes insolvent or makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors;

(v) Tenant fails to: (1) cease business operations within the Premises by the Expiration Date; (ii) promptly commence the Removal and Restoration Work (as defined in Section 24) following the occurrence of the Expiration Date and thereafter diligently and continuously pursue the Removal and Restoration Work to completion in accordance with the terms and conditions of Section 24 or (3) complete the Removal and Restoration

Work on or before the first anniversary of the Expiration Date (without regard to events of Force Majeure) in accordance with the terms and conditions of Section 24; and

(vi) Tenant fails to perform or observe any other term of this Lease and such failure continues for more than thirty (30) days after Landlord gives Tenant written notice of such failure, or, if such failure cannot be corrected within such thirty (30) day period, if Tenant does not commence to correct such default within said thirty (30) day period and thereafter diligently prosecute the correction to completion within a reasonable period of time.

(vii) Landlord’s Remedies. Upon the occurrence of any Event of Default by Tenant, Landlord may, at Landlord’s option, without any demand or notice whatsoever (except as expressly required in this Section 12.B):

(i) Give Tenant notice of termination, in which event (1) this Lease will terminate on the date specified in such notice and all rights of Tenant under this Lease and to the Premises will terminate, and Tenant will remain liable for all obligations under this Lease arising up to the date of such termination, together with Tenant’s obligations to perform the Restoration Work; and (2) Tenant will surrender the Premises to Landlord on the date specified in such notice.

(ii) Terminate this Lease as provided in Section 12.B(i) and recover from Tenant all damages Landlord may incur by reason of Tenant’s default, including, without limitation, an amount which, at the date of such termination, is calculated as follows (and which will be immediately due and payable):

1. The positive difference, if any, of: (a) the Base Rent, Additional Rent and all other sums which would have been payable hereunder by Tenant for the period commencing with the day following the date of such termination and ending with the scheduled Expiration Date had this Lease not been terminated (the “Remaining Term”), minus (b) the aggregate reasonable rental value of the Premises for the Remaining Term (which positive difference, if any will be discounted to present value at the Treasury Yield for the Remaining Term); plus

2. The costs of recovering possession of the Premises and all other expenses incurred by Landlord due to Tenant’s default, including, without limitation, the cost of performance of the Removal and Restoration Work and all reasonable and actual attorneys’ fees, paralegal fees, disbursements and mediation, arbitration and court costs and expenses, including litigation through all trial and appellate levels (collectively, “Legal Costs”); plus

3. The unpaid Base Rent and Additional Rent owed as of the date of termination plus any interest and late fees due hereunder, plus other amounts owing on the date of termination by Tenant to Landlord under this Lease or in connection with the Premises.

(iii) Without terminating this Lease, in its own name but as agent for Tenant, enter into and upon and take possession of the Premises or any part thereof. Any property remaining in the Premises may be removed and stored at the cost of, and for the account of, Tenant without Landlord becoming liable for any loss or damage which may be occasioned thereby unless caused by Landlord’s gross negligence. Thereafter, Landlord may, but will not be obligated to (except as required to meet any duty to mitigate its damages in accordance with applicable law), lease to a third party the Premises or any portion thereof upon such terms and conditions as Landlord may deem or desirable in order to relet the Premises, but without relieving Tenant of its liability. The remainder of any rentals received by Landlord from such reletting (after the payment of any indebtedness due hereunder from Tenant to Landlord, and the payment of any costs and expenses of such reletting), will be held by Landlord to the extent of and for application in payment of future rent owed by Tenant, if any, as the same may become due and payable hereunder. If the rentals received from such reletting will at any time be less than sufficient to pay to Landlord the entire sums then due from Tenant hereunder, Tenant will pay any such deficiency to Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any such previous default, provided same has not been cured.

(iv) Pursue such other remedies as are available at law or equity.

13. Landlord Events of Default; Tenant Remedies.

14. Landlord Liability. No owner of the Premises, whether or not named herein, will have liability under this Lease after it ceases to hold title to the Premises. Neither Landlord nor any employee, representative, officer, director, security holder, manager, equity holder, trustee, partner or principal of Landlord, whether disclosed or undisclosed, will have any personal liability with respect to any of the provisions of this Lease. In the event Landlord is in breach or default with respect to Landlord’s obligations or otherwise under this Lease, Tenant will look solely to the equity of Landlord in the Premises for the satisfaction of Tenant’s remedies. Landlord’s liability under the terms, covenants, conditions, warranties and obligations of this Lease will in no event exceed Landlord’s equity interest in the Premises.

15. Subordination to Mortgages; Estoppel Certificates. Landlord shall have the unrestricted right to mortgage its fee or ground leasehold interest in the Premises. Subject to the terms of the last sentence of this Section 15, Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently affecting the Premises, and to renewals, modifications, refinancings and extensions thereof (collectively, a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee.” This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Mortgagee. Tenant agrees, promptly after submission, to execute, acknowledge and deliver any amendment to this Lease or other agreement requested by any fee or ground leasehold Mortgagee, provided that such amendment or other agreement does not decrease Landlord’s obligations in any manner whatsoever or decrease Tenant’s rights or increase Tenant’s obligations pursuant to this Lease (other than as to ministerial matters, such as sending copies of notices to the Mortgagee). In lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. If requested by a successor-in-interest to all or a part of Landlord’s interest in this Lease, Tenant shall, without charge, attorn to the successor-in-interest. Tenant shall, within 10 Business Days after receipt of a written request from Landlord, execute and deliver to Landlord and/or its designee an estoppel certificate to those parties as are reasonably

requested by Landlord (including a Mortgagee or prospective purchaser). The estoppel certificate shall include a statement certifying that this Lease is unmodified (except as identified in the estoppel certificate) and in full force and effect, describing the dates to which Rent and other charges have been paid, representing that, to Tenant’s knowledge, there is no default (or stating with specificity the nature of the alleged default) and certifying other matters with respect to this Lease that may reasonably be requested. Notwithstanding anything to the contrary contained hereinabove, Tenant shall not be required to subordinate or to execute any subordination document, unless the party seeking such subordination executes a document which includes a commercially reasonably non-disturbance agreement (“SNDA”) stating substantially that, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant’s right to possession of the Premises shall not be disturbed. Simultaneously with the execution of this Lease and as a condition to the effectiveness of this Lease, Landlord shall deliver to Tenant an SNDA executed by Landlord’s current Mortgagee in a form reasonably acceptable to Tenant and such Mortgagee.

16. Hazardous Substances.

A. Compliance with Laws. Tenant will conduct all the activities of Tenant and Tenant’s Affiliates, at the Project in compliance with Environmental Laws.

B. Permits. Tenant covenants that it will obtain prior to commencement of construction of the Data Center, all permits, licenses or approvals required by any applicable Environmental Laws necessary for Tenant’s operation of its business at the Premises for the Permitted Use.

C. Use of Hazardous Substances. Tenant will not cause or permit any Hazardous Substances to be brought upon, kept or used at the Premises without the prior written approval of Landlord; provided, however, that the approval of Landlord will not be required for the use of cleaning supplies, toner for photocopying machines and other similar materials, in containers and quantities reasonably necessary for and consistent with ordinary office use or routine janitorial service, or the use of Hazardous Substances reasonably required for the operation of Tenant’s business for the Permitted Use, provided that in no event shall Tenant cause or permit the use or storage at the Premises of:

(i) radioactive, explosive, highly flammable or biohazardous materials at the Premises or any materials which emit a noticeable odor or fumes;

(ii) any product or material which, under applicable Governmental Requirements, would require any alteration of the Premises (e.g., special safety measures for explosive or highly flammable materials or special security measures for controlled substances);

(iii) bulk quantities of chemicals (which is not intended to prohibit the use or storage of products having one or more chemicals as components, unless such product is otherwise prohibited by the provisions of this Special Stipulation); and

(iv) any product or material which, in the reasonable judgment of Landlord, will result in a material increase in the risk of Contamination at the Premises.

Notwithstanding the foregoing, the Parties acknowledge that Tenant utilizes backup power generators that use diesel as fuel and that use and storage of such fuel on the Premises by Tenant shall not be in violation of this Section; provided however, such fuel is stored as required by law.

D. Requirements. In addition to the limitations set forth in Section 23.C above, Landlord’s consent to the use and storage of Hazardous Substances used by Tenant as part of the Permitted Uses is conditioned upon Tenant’s compliance with the following requirements:

(i) Compliance with Laws. All use and storage must at all times be in compliance with all applicable Governmental Requirements, including without limitation, Environmental Laws.

(ii) Permits. Tenant must obtain all necessary permits and approvals required under applicable Environmental Laws and all use and storage must at all times be in compliance with those permits and approvals.

(iii) MSDS Sheets. All use and storage must be conducted in accordance with the Materials Safety Data Sheets which Tenant has provided to Landlord.

(iv) RCRA. Any use or storage may not be conducted in a manner that would cause the Premises to become subject to regulation as a hazardous waste treatment, storage or disposal facility under RCRA or the regulations promulgated thereunder.

(v) RCRA Generator. Any use or storage may not be conducted in a manner as to cause Tenant to become regulated as a generator under RCRA other than as a Conditionally Exempt Small Quantity Generator as defined by RCRA.

E. Intentionally deleted.

F. Release of Hazardous Substances. Tenant will not cause or permit the release of any Hazardous Substances by Tenant or Tenant's Affiliates into the air, water or land, or into the Premises or any adjacent properties in any manner that violates any Environmental Laws. If such release of any Hazardous Substances occurs, Tenant will do the following:

(i) immediately take all steps reasonably necessary to contain and control such release and any associated Contamination;

(ii) investigate and clean up or otherwise remedy such release and any associated Contamination to the extent required by, and take any and all other actions required under, applicable Environmental Laws; and

(iii) notify and keep Landlord reasonably informed of such release and response.

G. Hazardous Activities. Tenant will not cause or permit the following to occur:

(i) any activity which would cause the Premises to become subject to regulation as a hazardous waste treatment, storage or disposal facility under applicable Environmental Laws (including, without limitation, RCRA);

(ii) the discharge of Hazardous Substances into the storm sewer system serving the Premises; or

(iii) the installation of any underground storage tank or underground piping on or under the Premises, except as may be necessary for the efficient use of the Improvements, including, but not limited to, the installation of underground water piping for the purpose of cooling the Improvements and the installation of electrical conduit for the purpose of routing electrical conductors.

H. Environmental Indemnity. Tenant will indemnify Landlord and hold Landlord harmless from and against any and all Losses suffered by Landlord (except to the extent arising out of Landlord's own negligence or willful act), by reason of the storage, generation, release, handling, treatment, transportation, disposal, or arrangement for transportation or disposal, of any Hazardous Substances by Tenant or Tenant's Affiliates or by reason of Tenant's breach of any of the provisions of this Section 22. Such Losses will include, without limitation, the following:

(i) Landlord expenses to comply with any Environmental Laws;

(ii) costs that Landlord may incur in studying, remedying, removing, disposing or otherwise addressing any Contamination or Hazardous Substances at or arising from the Premises;

(iii) fines, penalties or other sanctions and any liens or claims, including but not limited to natural resource damages claims, assessed upon Landlord; and

(iv) legal and professional fees and costs incurred by Landlord in connection with the foregoing.

I. Survival. The indemnification obligations of Tenant contained in this Section 23 will survive the Expiration Date.

17. Prevailing Party. In the event of a dispute between Landlord and Tenant regarding the terms of this Lease, including any dispute regarding the enforcement of this Lease or the interpretation of any provision of this Lease, whether arising in a lawsuit filed by either Landlord or Tenant, an arbitration, bankruptcy or otherwise, the prevailing party in such dispute will be entitled to recover from the other its Legal Costs in connection with such dispute.

18. Notice. If a demand, request, approval, consent or notice (collectively, a “notice”) shall or may be given to either party by the other, the notice shall be in writing and delivered by hand or sent by registered or certified mail with return receipt requested, or sent by overnight or same day courier service, at the party’s respective Notice Address(es) set forth in Section 1.S. Each notice shall be deemed to have been received or given on the earlier to occur of actual delivery or the date on which delivery is first refused. Either party may, at any time, change its Notice Address by giving the other party written notice of the new address in the manner described in this Section.

19. Existing Agreements. Tenant shall conduct its operations so as not to interfere with any existing Agreements, Right of Ways, Easements or Leases related to the Premises. Tenant shall not block any roads or interfere with any entities access to any existing Lease, Right of Way or Easement. Landlord may travel on any roads located within the Premises without interference from Tenant. Tenant shall seek agreements from any oil and gas operators or mineral interest owners as are necessary for Tenant to conduct its operations contemplated herein.

20. Caliche and Fill Dirt. Tenant shall purchase exclusively from Landlord all caliche and/or fill dirt from Landlord to be used to construct roads, locations and other facilities on the Subject Lands from Landlord at a price of SEVEN AND 50/100 DOLLARS ($7.50) per yard. Tenant shall notify Landlord no less than five (5) days before any caliche and/or fill dirt is extracted from the surface so that Landlord may be present. Measurement of amount of caliche and/or fill dirt is subject to review by Landlord. All caliche and/or fill dirt used in construction on the Subject Lands, regardless of the source of this caliche is a resource belonging to the surface estate and payment for the total amounts of caliche and/or fill dirt extracted from the surface for use in any construction or operations based on SEVEN AND 50/100 DOLLARS ($7.50) per yard. Unless the quantity and quality of caliche or fill dirt available from Landlord’s property is insufficient for Tenant’s purposes, no caliche or fill dirt shall be brought on the Subject Lands from outside sources without Landlord’s prior written consent. If caliche and fill dirt are brought onto the Premises, Tenant shall pay Landlord at a price of SEVEN AND 50/100 DOLLARS ($7.50) per yard.

21. Water. Tenant shall be prohibited from drilling any water well on the property. However, Tenant shall be permitted to purchase water from third-parties, including those third-parties operating on any Lands owned by the Landlord. Specifically, though not exclusively, Tenant is authorized by Landlord to purchase water from R Rig Energy and to utilize the R Rig Energy’s water pipeline that is located on or near the Land. Furthermore, Tenant is specifically allowed, with the consent of R Rig Energy or its successors or assigns, to connect to R Rig Energy’s water pipeline and divert such water from said pipeline as is specifically allowed by R Rig Energy pursuant to a separate agreement. In doing so, Tenant agrees that it shall not divert or utilize an amount of water from R Rig Energy that is commercially unreasonable.

22. Roads. Tenant shall have the non-exclusive right to use Landlord’s existing roads by paying the one-time sum of FIFTY DOLLARS ($50.00) per rod for such portion of such existing roads that is used by Tenant after the execution of this agreement. Such existing roads are as set forth on Exhibit D attached hereto. Tenant shall have the right to construct a new road only with the prior, express and written consent of Landlord. Tenant shall pay Landlord the one-time sum of SEVENTY-FIVE DOLLARS ($75.00) per rod for all new road construction. All roads constructed by Tenant shall be at all times maintained to a maximum width of 20’, a minimum

width of 12’ and a minimum amount of FOUR INCHES (4”) of caliche or crushed limestone base on the road. Landlord may travel on any roads located within the Premises without interference from Tenant.

A speed limit of 30 m.p.h. will be in force and Tenant shall enforce such speed limit. All roads used and damaged by Tenant will be restored by Tenant to a good condition that permits the safe and comfortable travel under ordinary weather conditions by a (2) two-wheel drive passenger car. Driving into pastureland or off road for any reason, including but not limited to avoid mud holes, washouts, or speed bumps is expressly prohibited plus Tenant shall be required to restore the pastureland to its original condition.

All cattle guards and gates, including temporary gates or wired gaps, shall be locked at all times except when actually passing through same. Locks will be clearly labeled by the owner to identify those having access. Further, all cattle guards and gates will remain the property of Landlord upon abandonment of the right-of-way and easement at the sole discretion of Landlord. Subject to the terms of paragraph, Tenant will install and maintain gates at all fence crossings; such gates will be installed in a manner that will not weaken such fences. During all construction and maintenance operations by Tenant on the Premises and as reasonably requested by Landlord, Tenant, at its sole expense, shall maintain a guard presence within the fenced area of the Data Center, which guard is to take the name of each entrant, license number of the driver, company and license plate number, make and model of the vehicle. Tenant may not use the Premises solely as a means to access the surface estate of a third-party land owner without the express written consent of Landlord and of said third party land owner.

23. Restoration Fund. At such time as Tenant constructs any improvement on the premises, Tenant shall pay via a Performance Bond or Letter of Credit, an amount equal to one-tenth (1/10) of the rent paid pursuant to Section 4. on an annual basis for the remainder of the initial Term to serve as a restoration fund (the “Restoration Fund”). In addition, at the time the initial construction, Tenant shall deposit into the Restoration Fund a sum equal to the number or years that the Lease was previously in effect times an amount equal to one-tenth (1/10) of the rent paid pursuant to Section 4. By way of example only, if improvements are completed in year three of the Lease and storage commences in year three, Tenant shall deposit three-tenth (3/10) of the rent paid pursuant to Section 4. into the Restoration Fund in year three, and then one-tenth (1/10) of the rent paid pursuant to Section 4. for each year beginning in year four until a total Restoration Fund equal to the total rent paid for the initial ten (10) year Term exists. In no event shall Tenant ever be required to deposit into the Restoration Fund more than an amount equal to the rent paid for the initial twenty (10) year Term while the Lease is in effect during the initial Term or any renewal terms.

In the event that Tenant does not remove any improvements constructed by it within ninety (90) days of vacating the Premises at the end of the Term or upon earlier termination of the Lease, Landlord may withdraw funds from the Restoration Fund to pay the reasonable cost of removing and disposing of any of the following that may have been placed on the Premises by Tenant: buildings and structures, concrete foundations, and concrete or asphalt roadways, drives and parking areas; provided, however, that no amount shall be withdrawn from the Restoration Fund

by Landlord in the event Landlord fails or refuses to consent to Tenant’s removal of such improvements as provided in this Lease. Fill dirt, if any, shall not be removed at the cost of Tenant or by use of the Restoration Funds, unless said fill dirt is contaminated with Hazardous Substances or is not of similar nature to the native soil. Any funds in the Restoration Fund not withdrawn for that purpose within six (6) months of the end of the Term (as may have been renewed or extended) shall be released to Tenant.

In the event that the Lease is terminated within the initial Term or Tenant no longer enjoys possession or use of the Premises for any reason, then Tenant’s obligation to pay into the Restoration Fund shall immediately end.

Cattle. Tenant shall promptly notify Landlord in the event cattle enter the Premises and shall cooperate with Landlord for the removal of such cattle. Tenant’s use of the surface shall be done with the due regard to all other uses of the property and with due regard to the livestock present on such property. Tenant’s activities shall be done in such a manner as to not unreasonably disturb the livestock located on Subject Lands. If any livestock escapes the property as a result of the acts and/or omissions of Tenant, then in addition to other remedies available to Landlord, Tenant shall pay Landlord 100% of the cost and expense incurred in retrieving the escaped Livestock. In addition, if any livestock is killed or injured or lost under circumstances in which a reasonably prudent person would assume it was done by those entering the Subject Lands under authority of Tenant and this Agreement, then in addition to other remedies available to Landlord, Tenant shall pay Landlord the fair market value of such animal, using prevailing rates being paid for such animal in the County where Subject Lands are located, and, with respect to livestock, taking into consideration whether such animal is registered. In the event that any livestock are injured as a result to Tenant’s use, Tenant shall be responsible for 100% of all veterinary bills and expenses related to such injured livestock. In the event that any livestock are killed as a result to Tenant’s use of Subject Lands, Tenant shall pay such owner of the livestock the fair market value of such livestock. The owner of such livestock shall notify Tenant, in writing, of the fair market value of such livestock and such fair market value shall be conclusively presumed to be the fair market value of such livestock unless Tenant provides written notice to such livestock owner of its dispute concerning the value of such livestock within ten (10) business days from the receipt of such written notice. In the event that Tenant’s disputes the fair market value of such livestock, Tenant, at Tenant’s sole expense, shall employ an independent third-party appraiser, reasonably agreed to by the livestock owner to determine the fair market value of such livestock. All compensation for injured, killed, escaped or lost livestock shall be made within ten (10) business days from the determination as to the expenses and fair market value of such livestock. In the event that payment is not made by Tenant to such livestock owner within five (5) business days from the due date of such payment, any unpaid amount shall accrue interest at the lesser of five percent (5%) per annum or the maximum amount provided by law.

Activities. Tenant agrees that Tenant shall bring no firearms, illegal drugs, dogs or illegal or hazardous substances in to the leased property. Tenant’s right of entry upon Landlord’s lands is limited to reasonable times and places for the carrying out the intent of this Agreement, and absolutely no hunting or fishing will be permitted by Tenant or others in the employ of Tenant upon Landlord’s lands; and it is further agreed that neither Tenant nor its agents, servants,

employees, contractors nor subcontractors will be permitted to bring firearms, fishing equipment, camping equipment and dogs upon Landlord’s lands, nor shall Tenant be allowed to remove any arrowheads, artifacts and/or any other archeological materials, or any similar cultural/historical objects whatsoever from Landlord’s lands. The contents of any vehicle on the property may be inspected at any time by Landlord or Landlord’s representatives for the purpose of verifying compliance with the provisions of this Agreement and/or Texas Game Laws.

24. Removal and Restoration Work. Upon any surrender, termination or expiration of this Agreement, Tenant shall, within one hundred eighty (180) days thereafter, commence decommissioning the Data Center, which shall include (collectively, the “Removal and Restoration Work”) the removal of the Data Center and all site improvements with the exception of native soils. Upon removal of the Data Center and site improvements, Tenant shall turn the Premises over to Landlord in a level, graded fashion matching the existing surrounding, adjacent elevation as is commercially reasonable and shall be reseeded with one application of native grasses reasonably designated by Landlord. Tenant shall use commercially reasonable efforts to complete the Removal and Restoration Work within eighteen (18) months after it commences decommissioning the Data Center. During the eighteen (18) month decommissioning period, for purposes of Tenant being able to meet the Removal and Restoration Work, Landlord shall grant to Tenant or any Affiliate, or any other entity designated thereby that is involved or intends to be involved in meeting the Removal and Restoration Work, recordable and assignable non-exclusive easements on, under, over and across the Property, for access to and from, and ingress to and egress from, the Data Center. Among other things, such access easements shall contain all of the rights and privileges for access, ingress, egress and roads as are set forth in this Lease.

25. Miscellaneous.

26. EXHIBITS AND SCHEDULES. The following exhibits and schedules attached to this Lease are hereby incorporated herein by this reference.

Exhibit A Legal Description of Land

Exhibit B Work Letter

EXHIBIT C Form Memorandum of Lease

EXHIBIT D Roads

[signatures commence on following page]

Landlord and Tenant have executed this Lease in counterparts as of the date specified below each signature.

LANDLORD:

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By: /s/ ***
Name: ***
Title: Manager

Date Executed: December 7, 2023

TENANT:

TRINITY MINING GROUP, INC., a Delaware corporation

By: /s/ Parker Handlin
Name: Parker Handlin
Title: Manager

Date Executed: December 7, 2023

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EXHIBIT B

Work Letter

EXHIBIT C

Form Memorandum of Lease

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EXHIBIT D

Depiction of Roads

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