Exhibit 10.3
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into by and among CSRE PROPERTIES WASHINGTON, LLC, a Georgia limited liability company, having a mailing address at 2380 Godby Road, College Park, Georgia 30349 (“Purchaser”), and SPRE COMMERCIAL GROUP, INC. F/K/A WAHA, INC., a Georgia corporation, having a mailing address of 2146 Roswell Road #108-851, Marietta, Georgia 30062 (“Seller”). The effective date of this Agreement (the “Effective Date”) shall be the day on which this Agreement is fully executed by Purchaser and Seller.
WITNESSETH:
WHEREAS, Seller is the owner of approximately 27.37 acres of land located at 197 Dixie Wood Road, Wilkes County, Georgia 30673, as described on Exhibit A attached hereto and incorporated herein by these references (the “Land”); and
WHEREAS, Seller has agreed to sell to Purchaser the Land and all improvements situated thereon, and all rights, easements and appurtenances now or hereafter belonging thereto (collectively, the “Property”), in accordance with the terms and conditions described herein;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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Further, in addition to any other obligation to assist Purchaser in connection with Purchaser’s due diligence, Seller shall provide Purchaser with access during normal business hours (where records, information and other materials cannot be sent electronically or via hard photocopies, which information should be sent electronically or via photocopies where practical) to Seller’s business and financial records, and the Property, including physical, title, environmental studies and other real estate records and such other business information reasonably requested by Purchaser that are in Seller’s possession or reasonably, readily available to Seller. Seller will coordinate all site visits with Purchaser.
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[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have duly signed, sealed, and delivered this Agreement on the dates set forth opposite their signatures.
Dated as to Purchaser: August 5, 2022
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PURCHASER:
CSRE PROPERTIES WASHINGTON, LLC, a Georgia limited liability company
By: CSRE Property Management Company, LLC, a Georgia limited liability company, its Manager
By: CleanSpark, Inc., a Nevada corporation, its Manager
By: /Zachary K. Bradford/ |
| Zachary K. Bradford, President |
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Dated as to Seller: August 5, 2022
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SELLER:
SPRE COMMERCIAL GROUP, INC. f/k/a WAHA, INC, a Georgia corporation
By: /Robert C. Bissell/ Robert C. Bissell, Director and Chief Executive Officer
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EXHIBIT A
Legal Description
LEGAL DESCRIPTION @ Book 363, Page 398:
ALL THAT TRACT OR PARCEL OF LAND WITH IMPROVEMENTS THEREON, LYING AND BEING IN THE 164 GMD OF WILKES COUNTY, GEORGIA AND FRONTING ON THE WEST SIDE OF GEORGIA HIGHWAY 47 AND THE NORTH SIDE OF DIXIE WOOD ROAD CONTAINING 27.64 NET ACRES MORE OR LESS AND BEING MORE PARTICULARLY DESCRIBED BY THAT PLAT OF SURVEY OF A TRACT OF 34.11 ACRES MORE OR LESS PREPARED BY T. LARRY RACHELS, RLS, DATED 5/16/89 AND RECORDED IN PLAT BOOK 8 PAGE 218, LESS AND EXCEPT THAT TRACT OF 6.47 ACRES AS SHOWN BY THAT PLAT OF SURVEY PREPARED BY JAMES F. MATTISON, IV RLS, DATED 4/14/06 AND RECORDED IN PLAT BOOK 12, PAGE 388 WILKES COUNTY DEED RECORDS, SAID PLATS OF SURVEY ARE INCORPORATED HEREIN FOR A MORE COMPLETE DESCRIPTION OF THE SUBJECT TRACT.
SAID TRACT IS BOUNDED NOW OR FORMERLY AS FOLLOWS: NORTH BY LANDS OF ANTHONY FOREST PRODUCTS, LLC AND BY EDISON DRIVE AND BY THE 6.47 ACRE ALLWOOD PARCEL; EAST BY HIGHWAY 47 AND BY THE LOTS OF ALERENDRO AND KIRKLAND; SOUTH BY DIXIE WOOD DRIVE AND BY THE MEAG SUBSTATION, WEST BY LANDS OF SUNOCO, FORMERLY DIXIE WOOD, INC. AND BY THE GEORGIA WOODLANDS RAILROAD RIGHT OF WAY.
THIS TRACT IS ALSO IDENTIFIED AS TAX MAP 63, PARCEL 43.
THIS IS THAT SAME TRACT ACQUIRED BY AW REAL ESTATE HOLDINGS, LLC FROM CHARLES P. HARRIS, ET AL BY DEED DATED 5/20/16 AND RECORDED IN DEED BOOK 335, PAGE 260, WILKES COUNTY DEED RECORDS.
LESS AND EXCEPT: ALL THAT TRACT OR PARCEL OF LAND BEING DESCRIBED IN DEED Book 385, Page 562, WILKES COUNTY, GEORGIA RECORDS.
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