FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 10.27
FIRST AMENDMENT TO
THIS FIRST AMENDMENT, dated July 9, 2021 (this “Amendment”), amends that certain Purchase and Sale Agreement dated June 28, 2021 (the “PSA”), by and among Vistra Operations Company LLC, a Delaware limited liability company (the “Seller”) and Cipher Mining Technologies Inc., a Delaware corporation (the “Buyer”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the PSA.
RECITALS
WHEREAS, Section 5.07 of the PSA provides that the PSA may be amended only by a writing signed by both parties thereto; and
WHEREAS, the parties hereto desire to amend the PSA in accordance with the terms set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Amendment. The parties agree to the following:
The third sentence of Section 1.01(a) shall be deleted in its entirety and replaced as follows:
“If the closing of the Merger Transaction has not occurred on or before September 3, 2021, then Seller may terminate this Agreement effective upon notice to Buyer, unless such condition has been waived in writing by Seller.”
2. Ratification of PSA. Except as herein provided, the PSA is ratified, confirmed, and shall remain unchanged and in full force and effect.
3. Entire Agreement. This Amendment together with the PSA constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.
4. Counterparts. This Amendment may be executed in two or more counterparts by facsimile or electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties to this Amendment have executed, or caused to be executed, this Amendment as of the day and in the month and year first above written.
| VISTRA OPERATIONS COMPANY LLC | ||
| By | /s/ Xxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxx | |
| Title: | Vice President Originations | |
| CIPHER MINING TECHNOLOGIES INC. | ||
| By | /s/ Tyler Page | |
| Name: | Tyler Page | |
| Title: | CEO | |
