Childress County TX tax abatement - US IE Hardware- Phase 3

Tax Abatement Agreement
between
Childress County, Texas IE US Development Holdings 3 Inc.,
IE US Hardware 1 Inc, IE US Hardware 2 Inc, IE US Hardware 3
Inc and IE US Hardware 4 Inc

State of Texas
County of Childress

This Tax Abatement Agreement (this “Agreement”) is made and entered into by and between
Childress County, Texas (the “County”), acting through its duly elected officers, and the
Owner (as defined below), to be located on a portion of the tract of land within the Iris Energy
Reinvestment Zone, more specifically described in Attachment A to this Agreement. This
Agreement becomes effective upon final signature by both parties (the “Effective Date”) and
remains in effect during the Term (as defined below), unless terminated earlier as provided
herein.

Recitals

WHEREAS, the County previously indicated its election to be eligible to participate in tax
abatements by resolution and most recently established the Tax Abatement Guidelines and
Criteria (the “Guidelines”) in a resolution dated June 14, 2021;

WHEREAS, the Commissioners Court of Childress County, Texas (the “County
Commissioners Court”) desires to promote economic development within its jurisdiction as
authorized by the Property Redevelopment and Tax Abatement Act, as amended (Texas Tax
Code § 312.001, et seq.), and the Guidelines;

WHEREAS, on February 14, 2022, a hearing before the County Commissioners Court was
held, such date being at least seven (7) days after the date of publication of the notice of such
public hearing in the local newspaper of general circulation in the County and the delivery of
written notice to the respective presiding officers of each taxing entity that includes within its
boundaries real property that is to be included in the Reinvestment Zone (as defined below);

WHEREAS, the County Commissioners Court, after conducting a hearing, having heard
evidence and testimony, and prior to considering this Agreement, found, based on the evidence
and testimony presented to it, the Reinvestment Zone met the criteria set forth in Chapter 312
of the Texas Tax Code for the creation of a reinvestment zone as set forth in the Property
Redevelopment and Tax Abatement Act, as amended, and the Guidelines, in that it was
reasonably likely as a result of the designation to contribute to the retention or expansion of
primary employment or to attract investment in the zone that would be a benefit to the property
and contribute to the economic development of the County, and that the entire tract of land was
located entirely within an unincorporated area of the County;

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WHEREAS, entering into this Agreement will serve the best interests of the County and its
citizens and comply with the Guidelines by:

A. enhancing and diversifying the economic and industrial bases of the County;
B. contributing to the retention and expansion of primary employment; and

C. attracting major investment that will be of benefit to and contribute to the economic
development of the County;

WHEREAS, the contemplated use of the Site (as defined below) and the contemplated
Improvements (as defined below) as set forth in this Agreement, and the other terms of this
Agreement will encourage development of the Reinvestment Zone, are in accordance with the
purposes for its creation, and are in compliance with the Guidelines and all applicable laws;

WHEREAS, Owner’s use of the Site is expected to favorably influence the economic and
employment base of the County;

WHEREAS, the County finds that the Improvements sought are feasible and practical and will
be of benefit to the real property located in the Reinvestment Zone, to the Site, and to the
County after expiration of this Agreement;

WHEREAS, the County finds that the terms of this Agreement and the proposed Improvements
and Eligible Property subject to this Agreement meet the Guidelines;

WHEREAS, as required by TEX. TAX CODE §312.207(c), notice of the meeting in which this
Agreement was approved acted upon by the County Commissioners Court was posted more
than thirty (30) days in advance of such meeting at the Childress County Courthouse and
otherwise in accordance with TEX. TAX CODE §312.207(d);

WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by law, to
the presiding officers of the governing bodies of each of the taxing units in which the property
subject to this Agreement is located; and

NOW, THEREFORE, in consideration of these Recitals, premises, the promises, mutual
covenants, and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the County and
Owner agree as follows:

I. Authorization

This Agreement is authorized and governed by Chapter 312 of the Texas Tax Code, as
amended, and by the Guidelines.

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II. Definitions
As used in this Agreement, the following terms shall have the meaning set forth below:

A. “Abatement” means the full or partial exemption from ad valorem taxes on property
in a Reinvestment Zone as provided herein and in no event can the duration of the
Abatement period exceed ten (10) years.

B. “Base Year” means the Calendar Year in which the Effective Date occurs.

C. “Business Day” means a day (other than a Saturday, Sunday or a public holiday) on
which banks are open for general banking business in Texas or Delaware, United
States.

D. “Calendar Year” means each year beginning on January | and ending on December
31.

E. “Certificate” means a letter, provided by Owner to the County, certifying that the
Project has achieved Commercial Operations, outlining the Improvements of the
Project and stipulating the overall Data Center Capacity of the Project. Upon receipt
of the Certificate, the County may inspect the property in accordance with this
Agreement to determine that the Improvements are in place as set out in the Certificate.
If the Certificate indicates that certain ancillary facilities not required for Commercial
Operations are still under construction on the date that the Certificate is delivered,
Owner will deliver an amended Certificate to the County within thirty (30) days after
all Project construction is complete.

F. “Certified Appraised Value” means the appraised value, for property tax purposes, of
the property within the Reinvestment Zone as certified by the Childress County
Appraisal District (the “Appraisal District”) for each taxable year.

G. “COD” means the date that the Project commences Commercial Operations.

H. “Commercial Operations” means that the Project has become commercially
operational and placed into service with an installed operating capacity of at least the
Data Center Capacity.

I. “Data Center Capacity” means the installed operating capacity (in megawatts AC) as
designated by the manufacturer(s) of the computer servers and related hardware to be
constructed as Improvements hereunder and, where appropriate, may refer to the total
or overall usage capacity.

J. “Eligible Property” means property eligible for Abatement under the Guidelines,
including: new, expanded or modernized buildings and structures; fixed machinery and
equipment; Site improvements; related fixed improvements; other tangible items
necessary to the operation and administration of the Project or facility; and all other
real and tangible personal property permitted by Chapter 312 of the Texas Tax Code
and the Guidelines. Taxes on Real Property may be abated only to the extent the

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property’s value for a given year exceeds its value for the year in which this Agreement
is executed. Tangible personal property located on the Real Property at any time before
the period covered by this Agreement is not eligible for Abatement. Tangible personal
property eligible for Abatement shall not include inventory or supplies.

K. “Force Majeure” includes events not reasonably within the control of the party whose
performance is sought to be excused thereby, including the following causes and
events (to the extent such causes and events are not reasonably within the control of
the party claiming suspension): acts of God and the public enemy; strikes; lockouts
or other industrial disturbances; inability to obtain material or equipment or labor due
to an event that meets the definition of Force Majeure; wars; blockades;
insurrections; riots; epidemics and pandemics; landslides; lightning; earthquakes;
fires; storms; floods; high water washouts; inclement weather; arrests and restraint of
rulers and people; interruptions by government or court orders; present or future orders
of any regulatory body; civil disturbances; explosions; or any other event that is beyond
the reasonable control of the party claiming Force Majeure.

L. “Improvements” means Eligible Property meeting the definition for improvements
provided by Chapter 1 of the Texas Tax Code and includes, without limitation, any
building, structure, or fixture erected on or affixed to the land. Improvements
specifically include, without limitation, Owner’s fixed machinery, electric transformers
(including high and low voltage equipment), electric sub-station and related
infrastructure, civil works, data center buildings, transmission line, fiber optic
connection infrastructure, computer servers (including bitcoin mining hardware, either
installed for operation or in storage), related hardware, equipment, and process units to
be installed, added, upgraded, or used on the Site by or for Owner and located in the
Reinvestment Zone, for the setup and operation of a data center facility.

M. “Owner” means, together:

IE US Development Holdings 3 Inc., a Delaware corporation;
TE US Hardware 1 Inc., a Delaware corporation;

IE US Hardware 2 Inc., a Delaware corporation;

IE US Hardware 3 Inc., a Delaware corporation; and

IE US Hardware 4 Inc., a Delaware corporation,

and any permitted assignee or successor in interest of any one of the entities comprising
the Owner (in accordance with Section IX hereunder). An “Affiliate” of an Owner
means any entity that directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with such Owner. For purposes of this
definition, “control” of an entity means (i) the ownership, directly or indirectly, of fifty
percent (50%) or more of the voting rights in a company or other legal entity or (ii) the
right to direct the management or operation of such entity whether by ownership
(directly or indirectly) of securities, by contract or otherwise.

N. “Payments In Lieu of Taxes” or “PILOTs” means the payments to be made by Owner
to the County described in Section IV(D) of this Agreement.

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O. “Project” means the construction and operation of the Improvements on the Site as set
forth in this Agreement.

P. “Real Property” means Eligible Property meeting the description for real property
provided by Chapter 1 of the Texas Tax Code.

Q. “Reinvestment Zone” means the reinvestment zone, as that term is defined in Chapter
312 of the Texas Tax Code, created by the County by the resolution described in the
Recitals, which was duly passed by the County Commissioners Court, and referred to
as the Iris Energy Reinvestment Zone, more specifically described in Attachment A to
this Agreement. The fact that the designation of the Reinvestment Zone may expire
before this Agreement shall not affect the terms and condition of this Agreement.

R. “Site” means the portion of the Reinvestment Zone on which Owner makes the
Improvements for which the Abatement is granted hereunder and which is shown in
Exhibit A.

S. “Lender” means any entity or person providing, directly or indirectly, including an
assignee of an initial Lender, with respect to the Improvements or Project any of (a)
senior or subordinated construction, interim or long-term debt financing or refinancing,
whether that financing or refinancing takes the form of private debt, public debt, or any
other form of debt (including debt financing or refinancing), (b) a leasing transaction,
including a sale leaseback, inverted lease, or leveraged leasing structure, (c) tax equity
financing, (d) any interest rate protection agreements to hedge any of the foregoing
obligations, and/or (e) any energy hedge provider. There may be more than one Lender.
Owner, at its election, may send written notice to the County with the name and notice
information for any Lender; provided, however that no entity or person shall be deemed
a Lender pursuant to this Agreement until such written notice is provided by Owner.

T. “Term” has the meaning given in Section IV(E).
III. Improvements in Reinvestment Zone

Owner agrees to make the following Improvements in consideration for the Abatement set
forth in Section IV of this Agreement:

A. Owner is proposing to construct the Improvements on the Site for setup and operations
of a data center with a Data Center Capacity of two hundred (200) megawatts (AC)
located in the Reinvestment Zone. Owner agrees that its data center facility on the Site
in the Reinvestment Zone will have a minimum Data Center Capacity of no less than
two hundred (200) megawatts (AC). It is estimated that, if built to its maximum
capacity, the data center facility will require an estimated capital investment of
approximately six hundred and five million dollars ($605,000,000.00). The Certified
Appraised Value will depend upon annual appraisals by the Appraisal District and may
be more than or less than the amount stated herein. The size of the data center facility
may vary, but the Abatement shall be conditioned upon the overall Data Center
Capacity of the Project not being less than the minimum Data Center Capacity stated
above, unless approved in writing by the County.

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B. Improvements also shall include any other property in the Reinvestment Zone meeting
the definition of “Eligible Property” that is used for the setup and operation of a data
center facility. The County agrees, without limitation, that the related materials and
equipment will constitute Improvements under this Agreement.

C, Owner agrees that the Project shall achieve Commercial Operations on or before
December 31, 2025.

IV.

Term and Portion of Tax Abatement; Taxability of Property

A. The County and Owner specifically agree and acknowledge that the property on the
Site within the Reinvestment Zone shall be taxable in the following ways:

1.

2.

Property not eligible for Abatement, if any, shall be fully taxable at all times;

The Certified Appraised Value of property existing on the Site prior to
execution of this Agreement shall not be subject to this Agreement and shall
be fully taxable at all times;

. Prior to commencement of the Abatement period designated in Section IV(B),

100% of property taxes levied on the Certified Appraised Value of real and
personal property of Owner located on the Site will be owed and payable by
Owner;

All County property taxes on the Certified Appraised Value of Eligible
Property shall be abated for the periods and in the amounts as provided for by
Section IV(B) below; and

100% of the Certified Appraised Value of Eligible Property existing on the
Site shall be fully taxable after expiration of the Abatement period designated
in Section IV(B), including the remainder of the Term.

B. The County and Owner specifically agree and acknowledge that this Agreement shall
provide for tax Abatement, under the conditions set forth herein, of all County property
taxes as follows:

1.

Beginning with the Calendar Year after the Calendar Year in which the COD
occurs (unless an earlier year is elected in accordance with paragraph 6 below)
and ending upon the conclusion of ten (10) full Calendar Years thereafter, the
Abatement percentage of value of Eligible Property to be abated each year is
100%.

The percentage of property taxes set forth in Section IV(B)(1) above on the
Certified Appraised Value of all Improvements described in the Certificate
(and actually in place on the Site) is abated in the respective period designated
in Section IV(B)(1) above.

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3, The percentage of property taxes set forth in Section [V(B)(1) above on the
Certified Appraised Value of any and all otherwise taxable personal property
owned by Owner and located on the Site is abated in the respective period
designated in Section IV(B)(1) above.

4. As of January 1 of the Base Year, the value for the proposed Improvements
is zero.

5. The Abatement granted under this Agreement shall commence upon January
1 of the Calendar Year after the Calendar Year in which the COD occurs and
shall expire at the end of the tenth (10th) Calendar Year thereafter. Owner
shall provide the Certificate in writing both to the County and to the Appraisal
District within sixty (60) days of the COD. The Certificate shall describe any
ancillary facilities not required for Commercial Operations that are still under
construction on the date that the Certificate is delivered, and if the Certificate
indicates any such facilities exist, Owner will deliver an amended Certificate
to the County and to the Appraisal District within thirty (30) days after the
construction of all Improvements is complete. Such ancillary facilities, once
completed and if eligible, shall become part of the Improvements eligible for
the Abatement under this Agreement.

6. If Owner, at its sole election, desires that the ten-year Abatement period
commence prior to January 1 of the of the Calendar Year after the Calendar
Year in which the COD occurs, then Owner may deliver a notice to the
County and County Appraisal District making such election (such notice
being referred to herein as a “Notice of Abatement Commencement”). If
delivered by Owner, the Notice of Abatement Commencement shall contain
the following statement: “Owner elects for the ten-year Abatement period to
begin on January 1, _”; ‘the year stated in the Notice of Abatement
Commencement shall be the first year of the Abatement period, and the
Abatement period shall extend for 9 Calendar Years thereafter. Owner shall
deliver the Notice of Abatement Commencement not later than the December
31 that immediately precedes the January 1 elected to be the beginning of the
Abatement period. Owner shall only be permitted to deliver a Notice of
Abatement Commencement if it anticipates achieving COD during the
Calendar Year elected to be the first year of the Abatement period. Owner
shall still be required to deliver the Certificate on or before the date required
in the preceding paragraph.

7. Notwithstanding any statement or implication in this Agreement to the
contrary, the parties agree that the Abatement granted hereby shall not extend
beyond ten (10) Calendar Years.

C. Aportion or all of the Improvements may be eligible for complete or partial exemption
from ad valorem taxes as a result of existing law or future legislation. This Agreement
is not to be construed as evidence that no such exemptions shall apply to the
Improvements.

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D. As additional consideration for this Abatement, Owner agrees to make an annual
Payment in Lieu of Taxes to the County during each of the ten (10) Calendar Years the
Abatement is in effect, in an amount equal to One thousand and six hundred twenty-
five dollars ($1,625.00) multiplied by the total Data Center Capacity included in the
Certificate (and actually in place in the Reinvestment Zone). The first such payment
shall be due and payable on October 1 of the first Calendar Year of the Abatement, and
delinquent if not paid on or before January 31 of the immediately following Calendar
Year, with each of the remaining nine (9) payments due and payable annually on or
before the relevant October 1 thereafter and delinquent if not paid on or before the
immediately following January 31. By way of illustration, if Year 1 of the Abatement
period is 2023, then the PILOT owed for 2023 shall be due and payable on October 1,
2023, and delinquent if not paid on or before January 31, 2024. There shall be a total
of ten (10) PILOTs under this Agreement. Past due amounts shall be subject to any
and all statutory interest and penalties applicable to the payment and collection of taxes
as provided in the Texas Tax Code. Force Majeure shall not apply to any Payment in
Lieu of Taxes or taxes owed under the terms of this Agreement.

E. Owner agrees that the Improvements (excluding computer servers and electric
transformers) described in Section III, once constructed, will substantially remain in
place until at least twenty (20) Calendar Years after COD (the ““Term”); provided that
nothing herein prevents Owner from replacing equipment or fixtures comprising the
Improvements prior to that date, as long as such replacement does not result in a
reduction of the Certified Appraised Value of the Improvements. In the event that
Owner removes Improvements (comprising in the aggregate not more than 10% of all
Improvements), Owner’s removal shall not be deemed a default under this Agreement
if Owner pays to the County as liquidated damages for such removal from the
Abatement in this Agreement, within thirty (30) days after demand, all taxes for such
removed Improvements (which otherwise would have been paid to the County without
benefit of a tax Abatement) with interest at the statutory rate under the Texas Tax Code,
as amended, but without penalty. IN THE EVENT OF A BREACH OF THIS
SECTION IV(E), THE SOLE REMEDY OF THE COUNTY, AND OWNER’S SOLE
LIABILITY, WILL BE FOR OWNER TO PAY TO THE COUNTY THE FULL
AMOUNT OF ACTUAL TAXES ABATED AT ANY TIME UNDER THIS
AGREEMENT ON THE REMOVED IMPROVEMENTS WITH INTEREST, BUT
LESS ANY TAX PAYMENTS OR PAYMENTS IN LIEU OF TAXES REMITTED
TO THE COUNTY WITH RESPECT TO THE REMOVED IMPROVEMENTS. IN
THE EVENT OF A BREACH OF THIS SECTION IV(E), ANY TAXES DUE BY
OWNER SHALL BE SUBJECT TO ANY AND ALL STATUTORY RIGHTS FOR
THE PAYMENT AND COLLECTION OF TAXES IN ACCORDANCE WITH THE
TEXAS TAX CODE.

V. Representations
The County and Owner make the following respective representations:
A. Owner represents and agrees that (i) Owner and its successors and/or assigns will have

a taxable interest with respect to Improvements to be placed on the Site; (ii)
construction of the Improvements described in Section III will be performed by Owner,

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its successors and/or assigns and/or their contractors or subcontractors; (iii) Owner’s
and its successors’ and assigns’ use of the property in the Reinvestment Zone will be
limited to the use described in this Agreement during the Term and in the event Owner
desires to utilize the property in the Reinvestment Zone for any additional purpose
during the Term, Owner shall first obtain written approval from the County; (iv) all
representations made in this Agreement and in the Application for Abatement, if any,
are true and correct in all material respects to the best of Owner’s knowledge; (v)
Owner will make required filings, if any, by Owner with the Office of the Comptroller
of Public Accounts and other governmental entities concerning this Agreement that
may be required in the future; (vi) the Project will not be constructed without first
obtaining all necessary local, state and federal environmental and construction permits,
and Owner will abide by all conditions of the permits and all laws, ordinances, rules
and regulations governing the construction and operation of the Project throughout its
economic life; (vii) the planned use of the property within the Project will not constitute
a hazard to public health or safety throughout the economic life of the Project; and (viii)
each of the five separate legal entities that constitute Owner is a party to this Agreement
and all are jointly and severally liable hereunder.

B. The County represents that (i) the County has formally elected to be eligible to grant
property tax abatements under Chapter 312 of the Texas Tax Code; (ii) the
Reinvestment Zone and this Agreement have been created in accordance with Chapter
312 of the Texas Tax Code and the Guidelines as both exist on the Effective Date; (iii)
as applicable, (a) no interest in the Improvements or the land on which they are located
is held or subleased by a member of the County Commissioners Court, or (b) any
member of the County Commissioners Court that has a potential economic or financial
interest in the Improvements or the land on which the Improvements are located has
abstained from any vote or decision regarding this Agreement; (iv) the property within
the Reinvestment Zone is located within the legal boundaries of the County and outside
the boundaries of all municipalities located in the County; and (v) the County has made
and will continue to make all required filings with the Office of the Comptroller of
Public Accounts and other governmental entities concerning the Reinvestment Zone
and this Agreement.

C, Owner represents and agrees that, if it builds the Improvements and if the COD occurs,
the Project will (i) add at least Five Hundred Thousand Dollars ($500,000.00) to the
tax roll of Eligible Property, (ii) create no less than ten (10) new, full-time equivalent
jobs, (iii) make a commercially reasonable effort to ensure the Project leads to a
positive net economic benefit to the County of at least One Million ($1,000,000.00)
over the life of this Agreement, computed to include (but not limited to) new sustaining
payroll and/or capital improvement, and (iv) not solely or primarily have the effect of
transferring employment from one part of the County to another.

VI. Access to and Inspection of Property by County Employees
A. Owner shall allow the County’s employees reasonable access to the Improvements for
the purpose of inspecting any Improvements constructed to ensure that the same are

conforming to the minimum specifications of this Agreement and to ensure that all
terms and conditions of this Agreement are being met. All such inspections shall take

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place on a Business Day only after giving Owner at least forty-eight (48) hours’ prior
notice and shall be conducted in such a manner as to avoid any unreasonable
interference with the construction and/or operation of the Improvements. All such
inspections shall be made with one (1) or more representatives of Owner in accordance
with all applicable safety standards.

B. Owner shall, on or before March 31 of each Calendar Year starting with the first
Calendar Year beginning after Owner delivers the Certificate, certify annually to the
County its compliance with this Agreement by providing written testament to the same
to the County Judge using the form attached hereto as Attachment C.

VII. Default, Remedies and Limitation of Liability

A. The County may declare a default if Owner breaches any material term or condition of
this Agreement. If the County declares a default of this Agreement, this Agreement
shall terminate, after notice and opportunity to cure as provided for in Section VII(B)
below, or the County may modify this Agreement upon mutual written agreement with
Owner. If Owner believes that such termination was improper, Owner may file suit in
the proper court challenging such termination. In the event of default, the County may
pursue the remedies provided for in Section VII(C) below or the preceding Section
IV(E), as applicable. The County shall not declare a default, and no default will be
deemed to have occurred, when the circumstances giving rise to such potential
declaration are the result of Force Majeure. Notwithstanding any other provision of
this Agreement to the contrary, in the event a party is rendered unable, wholly or in
part, by Force Majeure to carry out its obligations under this Agreement (other than any
obligation to make payment of any amount when due and payable hereunder), the
obligation of such party, so far as it is affected by such Force Majeure, shall be
suspended during the continuance of any condition or event of Force Majeure, but for
no longer period, and such condition or event shall so far as possible be remedied with
all reasonable dispatch. The party prevented or hindered from performing shall give
prompt (but in no event later than twenty (20) Business Days after the occurrence of
such event) notice and reasonably full particulars of such event to the other party and
shall take all reasonable actions within its power to remove the basis for nonperformance
(including securing alternative supply sources) and after doing so shall resume
performance as soon as commercially practicable. The settlement of strikes or lockouts
or resolution of differences with workers shall be entirely within the discretion of the
affected party, and the above requirement that any Force Majeure shall be remedied with
all reasonable dispatch shall not require the settlement of strikes, lockouts or differences
by acceding to the demands of the opposing party in such strike, lockout or difference
when such course is inadvisable in the reasonably exercised discretion of the affected

party.

B. The County shall notify Owner and any Lender for which Owner has provided contact
information to the County of any default in writing in the manner prescribed herein.
All contact information for purposes of a notice of default shall be provided to the
County Judge. The notice shall specify the basis for the declaration of default, and
Owner shall have sixty (60) days from the date of such notice to cure any default, except
that where the default is incapable of being cured within sixty (60) days using

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reasonable business efforts, Owner shall commence performance of the cure within
thirty (30) days after receipt of notice and diligently pursue those efforts until the
default is cured. Any Lender of which the County has notice shall maintain the right
to cure any defect, including any defect caused by an assignee or contractor of Owner
during the same cure period identified in the foregoing sentence.

C. As required by section 312.205 of the Texas Tax Code, if Owner fails to make the
Improvements as provided for by this Agreement or fails to cure a default after proper
notice and the expiration of the provided cure period, the County shall be entitled to
cancel this Agreement and recapture property tax revenue lost as a result of this
Agreement, less any PILOTs paid by Owner to the County, subject to the above
provisions regarding notice and right to cure.

D. LIMITATION OF LIABILITY: CANCELLATION OF THIS AGREEMENT
(RESULTING IN A FORFEITURE OF ANY RIGHT TO ABATEMENT
HEREUNDER BEYOND THE CANCELLATION DATE), RECAPTURE OF
PROPERTY TAXES ABATED (BUT LESS ALL PAYMENTS IN LIEU OF TAXES
PAID BY OWNER) ONLY AS PROVIDED FOR AND ONLY UNDER THE
CIRCUMSTANCES DEFINED IN SECTION VII(C) OF THIS AGREEMENT,
AND/OR RECOVERY OF THE AMOUNTS PROVIDED FOR IN SECTION IV(E)
ONLY AS PROVIDED FOR AND ONLY UNDER THE CIRCUMSTANCES
DEFINED IN SECTION IV(E), ALONG WITH ANY REASONABLY INCURRED
COSTS AND FEES, SHALL BE THE COUNTY’S SOLE REMEDY, AND
OWNER’S SOLE LIABILITY, IN THE EVENT OWNER FAILS TO MAKE THE
SPECIFIED IMPROVEMENTS OR TAKE OTHER ACTION REQUIRED BY THIS
AGREEMENT, INCLUDING ANY FAILURE TO PAY AMOUNTS OWED
UNDER THIS AGREEMENT. OWNER AND THE COUNTY AGREE THAT THE
LIMITATIONS CONTAINED IN THIS PARAGRAPH ARE REASONABLE AND
REFLECT THE BARGAINED FOR RISK ALLOCATION AGREED TO BY THE
PARTIES. IN THE EVENT OF A BREACH OF THIS AGREEMENT, ANY
AMOUNTS DUE FROM OWNER SHALL BE SUBJECT TO ANY AND ALL
STATUTORY RIGHTS FOR THE PAYMENT AND COLLECTION OF TAXES IN
ACCORDANCE WITH THE TEXAS TAX CODE.

E. Any notice of default under this Agreement shall prominently state the following at the
top of the notice:

NOTICE OF DEFAULT UNDER TAX ABATEMENT AGREEMENT

YOU ARE HEREBY NOTIFIED OF THE FOLLOWING DEFAULT UNDER YOUR
TAX ABATEMENT AGREEMENT WITH THE COUNTY. FAILURE TO CURE
THIS DEFAULT WITHIN SIXTY (60) DAYS OF NOTICE OR OTHERWISE CURE
THE DEFAULT AS PROVIDED BY THIS AGREEMENT SHALL RESULT IN
TERMINATION OF THE TAX ABATEMENT AGREEMENT AND MAY
INCLUDE RECAPTURE OF TAXES ABATED PURSUANT TO THAT
AGREEMENT.

VIII. Compliance with State and Local Regulations

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Nothing in this Agreement shall be construed to alter or affect the obligations of Owner to
comply with any order, rule, statute or regulation of the County or the State of Texas.

IX. Assignment of Agreement

A. The rights and responsibilities of any one of the entities comprising the Owner
hereunder may be assigned in their entirety to an Affiliate without County’s prior
consent. Owner shall provide notice to the County of any assignment to an Affiliate.
Owner’s assignment of the Agreement to an Affiliate shall be final only after the
execution of a formal assignment document between Owner and the assignee and the
delivery of notice of the execution of such assignment agreement to the County.

B. The rights and responsibilities of any one of the entities comprising the Owner
hereunder may be assigned in their entirety to a party other than an Affiliate, but only
after obtaining the County’s prior written consent, which consent shall not be
unreasonably withheld, conditioned, or delayed. Any assignment by Owner to a party
other than an Affiliate without first obtaining the written consent of the County shall
be a default under this Agreement subject to the notice provisions, cure provisions,
remedies, and other terms and conditions of Article VII above. Owner shall give the
County forty-five (45) days’ written notice of any intended assignment to a party other
than an Affiliate, and the County shall respond with its consent or refusal within thirty-
five (35) days after receipt of Owner’s notice of assignment. If the County responds to
Owner’s notice of assignment with a refusal, the parties agree to work together in good
faith to resolve the County’s objections to the assignment. Owner’s assignment of the
Agreement shall be final only after the execution of a formal assignment document
between Owner and the assignee and the delivery of notice of the execution of such
assignment agreement to the County. Neither Owner’s notice of an intended
assignment nor the County’s formal consent to an intended assignment shall constitute
an assignment of the Agreement, and Owner’s request for a consent to assignment shall
not obligate Owner to assign the Agreement.

C. No assignment under Section IX(A) or LX(B) shall be allowed if (a) the County has
declared a default hereunder that has not been cured within all applicable notice and
cure periods, or (b) the assignee is delinquent in the payment of ad valorem taxes owed
to the County or any other taxing jurisdiction in the County. Consent to a transfer or
assignment requested under Section [X(B) will be subject to the County approving the
financial capacity of the transferee/assignee and subject to all conditions and
obligations in this Agreement being assumed and guaranteed by the
transferee/assignee. The County shall not unreasonably withhold consent to a transfer
or an assignment under Section IX(B). The transfer or assignment shall be presumed
to be reasonable where the proposed transferee/assignee demonstrates to the County its
financial capacity to meet the terms of this Agreement, agrees to be bound by all
conditions and obligations stated herein, and is not in default under any other agreement
with the County.

D. The parties agree that a transfer of all or a portion of the ownership interests in any one
of the entities comprising the Owner to a third party shall not be considered an

Childress County — Iris Energy — Tax Abatement Agreement Page 12


assignment under the terms of this Agreement and shall not require any consent of the
County.

E. Upon any assignment and assumption under Section IX(A) or IX(B) of the entire
interest in the Agreement of any one of the entities comprising the Owner, such entity
shall have no further rights, duties or obligations under the Agreement. No partial
assignments are permitted by any one of the entities comprising the Owner.

F. In addition to its rights under Sections [X(A) and IX(B), Owner may, without obtaining
the County’s consent, mortgage, pledge, or otherwise encumber its interest in this
Agreement or the Project, any Improvements or any Eligible Property to a Lender for
the purpose of financing the operations of the Project or constructing the Project or
acquiring additional equipment following any initial phase of construction. Owner’s
encumbering its interest in this Agreement may include an assignment of Owner’s
rights and obligations under this Agreement for purposes of granting a security interest
in this Agreement, In the event Owner takes any of the actions permitted by this
paragraph, it may provide written notice of such action to the County with such notice
to include the name and notice information of the Lender. If Owner provides the name
and contact information of a Lender to the County, then the County shall be required
to provide a copy to such Lender of all Notices delivered to Owner at the same time
that the Notice is delivered to Owner. If Owner does not provide the name and contact
information of a Lender to the County in writing, then such Lender shall not have the
notice rights or other rights of a Lender under this Agreement.

X. Notice

All notices, demands, or other communications of any type (collectively, “Notices” and each
individually, a “Notice”) given shall be given in accordance with this Section. All Notices
shall be in writing and delivered, by commercial delivery service to the office of the person to
whom the Notice is directed (provided that that delivery is confirmed by the courier delivery
service); by United States Postal Service (USPS), postage prepaid, as a registered or certified
item, return receipt requested in a proper wrapper and with proper postage; by recognized
overnight delivery service as evidenced by a bill of lading (and, in the case of any Notice to
Owner, a copy must be provided electronically). Notices delivered by commercial delivery
service shall be deemed delivered on receipt or refusal; Notices delivered by USPS shall be
deemed to have been given upon deposit with the same; electronic communication Notice shall
be effective upon receipt by the sender of an electronic confirmation. Regardless of the method
of delivery, in no case shall Notice be deemed delivered later than actual receipt. In the event
of a notice of default given pursuant to Article VII, such Notice shall be given by at least two
(2) methods of delivery and consistent with Section VII(E). All Notices shall be mailed or
delivered to the following addresses:

To Owner:

will. [email protected] and joanna. [email protected]
IE US Development Holdings 3 Inc.

Level 21, 60 Margaret Street
Sydney, NSW 2000 Australia

Childress County — Iris Energy — Tax Abatement Agreement Page 13


To the County:

Childress County Judge
Childress County Courthouse
100 Ave. E Northwest #1
Childress, Texas 79201 USA

Any party may designate a different address by giving the other party at least ten (10) days
written notice in the manner prescribed above.

XI. Severability

In the event any section or other part of this Agreement is held invalid, illegal, factually
insufficient, unconstitutional or otherwise unenforceable, the balance of this Agreement shall
stand, shall be enforceable and shall be read as if the parties intended at all times to delete said
invalid, illegal, factually insufficient, unconstitutional or otherwise unenforceable section(s) or
other part(s). In the event that (i) the term of the Abatement with respect to any property is
longer than allowed by law or (ii) the Abatement applies to a broader classification of property
than is allowed by law, then the Abatement shall be valid with respect to the classification of
property not deemed overly broad, and for the portion of the term of the Abatement not deemed
excessive. Any provision required by the Texas Tax Code to be contained herein that does not
appear herein is incorporated herein by reference.

XII. Applicable Law and Venue

This Agreement shall be construed under and governed by the laws of the State of Texas. This
Agreement, in its entirety, shall be performable in Childress County, Texas. As part of the
consideration for entering into this Agreement, both the County and Owner agree that any
litigation to construe or enforce the terms or conditions of this Agreement shall be brought
solely in the state or federal district courts having jurisdiction in Childress County, Texas.

XIII. Amendment
Except as otherwise provided, this Agreement may be modified by the parties hereto upon
mutual written consent to include other provisions which could have originally been included
in this Agreement or to delete provisions that were not originally necessary to this Agreement
pursuant to the procedures set forth in Chapter 312 of the Texas Tax Code.
XIV. Guidelines and Criteria
This Agreement is entered into by the parties consistent with the Guidelines. To the extent this
Agreement modifies any requirement or procedure set forth in the Guidelines, the Guidelines

are deemed amended for purposes of this Agreement only.

XV. Entire Agreement

Childress County — Iris Energy — Tax Abatement Agreement Page 14


This Agreement contains the entire and integrated Tax Abatement Agreement between the
County and Owner, and supersedes any and all other negotiations and agreements, whether
written or oral, between the parties. This Agreement has not been executed in reliance upon
any representation or promise except those contained herein.

XVI. Coordination of Local Hiring and Services

A. Owner shall use reasonable commercial efforts to maximize its use of County labor and
services and supplies purchased from businesses within the County in the course of
performing under this Agreement, as is further described in the Local Spending and
Support Plan attached to this Agreement as Attachment B.

B. During every year during the Term after the COD, Owner, its contractors, and their
respective affiliates will collectively employ at least ten (10) full-time equivalent
Project employees in the County (noting Owner expects the Project and further phases
of the data center facility to employ in aggregate approximately fifty (50) full-time
equivalent employees in the County).

C. Upon request by Owner, County shall provide a written statement certifying that Owner
is then in compliance (or has fully complied) with the Local Spending and Support
Plan; if County cannot make such statement, County will provide an explanation to
Owner of its determination.

D. Within 90 days following the COD, Owner shall provide the County with a written
project summary showing its good faith and commercially reasonable efforts to comply
with the requirements set forth in the Local Spending and Support Plan (in the form of
Attachment B), which summary shall include all reasonably available local spending
information collected by Owner in the ordinary course of business including (among
other information):

1. Summary of Local services/materials/supplies purchased within the County;

2. Proof that Owner designated a Coordinator of Local Hiring Services (per
Attachment B, Section D); and

3. Proof that Owner used commercially reasonable efforts to utilize the County
Labor Force by conducting a job and contracting information session within 60
days of beginning physical construction of the Project (per Attachment B,
Section E).

XVII. Road and Bridge Maintenance

During construction of the Improvements, Owner agrees to use commercially reasonable
efforts to minimize the disruption to County roads (for purposes of this paragraph, the term
“roads” includes, without limitation, all adjacent ditches and rights-of-way), culverts, and
bridges and agrees to repair any damage caused to County roads, culverts, or bridges by Owner
or its agents. After construction, Owner will leave such County roads, culverts, and bridges in
a state of equal or better condition than they were in prior to construction, excepting normal
wear and tear. The cost of any upgrade or requirement to upgrade any road, culvert, or bridge
used or necessary for Owner’s operations will be borne solely by Owner. After construction,

Childress County — Iris Energy — Tax Abatement Agreement Page 15


the County will only be responsible for the normal routine maintenance of the County roads,
culverts, and bridges, and Owner will be responsible for any extraordinary repair or
maintenance of County roads, culverts, and/or bridges that becomes necessary or appropriate
due to the use of such roads, culverts, and bridges by Owner or its agents. All repairs,
maintenance, replacements, and upgrades will be made in accordance with County standards
and specifications, and Owner will only use such materials in repairing, maintaining, replacing,
and upgrading county roads, culverts, and bridges as are acceptable to the County, in the
County’s sole discretion.

XVIII. Site Maintenance

Owner shall maintain the Site free from accumulation of objectionable, unsightly, or unsanitary
matter, debris, waste material, rubbish, tumbleweeds, and noxious weeds.

XIX. Indemnity

Owner agrees to indemnify, defend, and hold the County, each of its elected officials, all of its
servants, agents, and employees, any person or legal entity designated by the County to
perform any function required under the Guidelines, under the tax abatement application, or
by the terms of this Agreement, and the Appraisal County, its officers, directors, servants,
agents and employees (collectively, the “County Indemnitees”) harmless from any and all
claims, demands, liabilities, losses, costs, actions, causes of action, and attorneys’ fees incurred
by or alleged against the County Indemnitees arising from or in any way relating to the tax
abatement application, the terms, covenants, and conditions contained in this Agreement, and
the actions contemplated by this Agreement.

XX. Reimbursement of Expenses

Within thirty (30) days of the date of receipt of an invoice, Owner agrees to reimburse the
County for or pay directly to the County’s attorneys, as applicable, the reasonable and
necessary attorney’s fees and expenses incurred, directly or indirectly, by the County in
connection with the negotiation and formalization of the Abatement and this Agreement in an
amount not to exceed Six Thousand Dollars ($6,000.00).

XXI. Estoppel Certificates.

Each party on written request from the other party shall provide an estoppel certificate that
shall certify, as of the date of the certificate: (i) that this Agreement is in full force and effect
without default if such is the case, (ii) the remaining term of this Agreement, and (iii) such
other matters as may be agreed upon by the parties, a party’s consent to inclusion of other
matters not to be unreasonably withheld. A party shall provide the estoppel certificate or an
explanation of why the party is not willing to provide the certificate within thirty (30) days of
receiving a request.

XXII. Employment of Undocumented Workers.

During the term of this Agreement, Owner agrees not to knowingly employ any undocumented
workers as defined in Section 2264.001 of the Texas Government Code. If Owner is convicted

Childress County — Iris Energy — Tax Abatement Agreement Page 16


after exhaustion of all rights of appeal of a violation under 8 U.S.C. §1324a(f), Owner shall
repay the amount of the abatements and any other funds received by Owner from the County
as of the date of such violation, not later than one hundred and twenty (120) days after the date
Owner is notified by the County of a violation of this section, plus interest at the rate
periodically announced by the Wall Street Journal as the prime or base commercial lending
rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base
lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A.
(or by any other New York money center bank selected by the County) as its prime or base
commercial lending rate. The payment of interest shall be as if it had been accruing from the
dates the abatements were granted to Owner until the date the amount due is repaid to the
County.

IN TESTIMONY OF WHICH, THIS AGREEMENT has been executed by the County as
authorized by the County Commissioners Court and executed by Owner on the respective dates
shown below and is effective on the date signed by the County.

[Signature Pages to Follow]

Childress County — Iris Energy — Tax Abatement Agreement Page 17


ATTEST/SEAL:

CHILDRESS COUNTY, TEXAS

ef Att ude Ly
Ty il

, Precinct 1

Kevin Hacker

Commissioner;Precinct 3

Attest;

Childress County — Iris Energy — Tax Abatement Agreement

Barbara Spitzer, Childress County Clerk

Date: March 14, 2022

WZ7 aa

Mark Ross

Commissioner, Precinct 2

Kellard Lbbctr

Rick Elliot
Commissioner, Precinct 4

Page 18


IE US DEVELOPMENT HOLDINGS 3 INC.,
a Delaware corporation

Ve Date: March 14 2022

By:
Printed Name: _(\LL) AW, KoGeyts

Title:

IE US HARDWARE 1 INC.,
a Delaware corporation

By: Vee Date:_ Mach lt dor

Printed Name: _|AVLLIAM @oGEYLTS
Title:__ O@EC TOR

IE US HARDWARE 2 INC.,
a Delaware corporation

By: Va Date: March \4 222
LILLIA oBEUTS

Printed Name: L (o)
Title:__ Py REctovk

IE US HARDWARE 3 INC.,
a Delaware corporation

By: Wi" Date: March Ye 2022

Printed Name: OB RAS
Title: Quec TH’
IE US HARDWARE 4 INC.,

a Delaware corporation

Printed Name:
Title: Oylectk

By: We Date: March he 1022
WILLIAM YLoGe Ts

Childress County — Iris Energy — Tax Abatement Agreement Page 19


Attachment A

Attached is the Reinvestment Zone created by resolution dated February 14, 2022, duly passed
by the County Commissioners Court and referred to as the Iris Energy Reinvestment Zone.

Childress County — Iris Energy — Tax Abatement Agreement Attachment A


RESOLUTION OF THE COMMISSIONERS COURT
OF CHILDRESS COUNTY, TEXAS
DESIGNATING THE IRIS ENERGY

REINVESTMENT ZONE

A RESOLUTION DESIGNATING A CERTAIN AREA AS A
REINVESTMENT ZONE FOR A COMMERCIAL/INDUSTRIAL TAX
ABATEMENT IN CHILDRESS COUNTY, TEXAS, ESTABLISHING THE
BOUNDARIES THEREOF, AND PROVIDING FOR AN EFFECTIVE DATE,

WHEREAS, the Commissioners Court of Childress County, Texas desires to
promote the development or redevelopment of a certain contiguous geographic area
within its jurisdiction by the creation of a reinvestment zone as authorized by the
Property Redevelopment and Tax Abatement Act, as amended (Texas Property Tax
Code § 312.001, ef seq.) and

WHEREAS, the Commissioners Court of Childress County, ‘Texas has
previously adopted Guidelines and Criteria of the Commissioners Court of Childress
County for Granting a Tax Abatement in Reinvestment Zone Created in Childress
County, Texas (the “Guidelines”); and

WHEREAS, on this date, a hearing before the Commissioners Court of
Childress County, Texas was held, such date being at least seven (7) days after the
date of publication of the notice of such public hearing in the local newspaper of
general circulation in Childress County and the delivery of written notice to the
respective presiding officers of each taxing entity that includes within its boundaries
real property that is to be included in the proposed reinvestment zone; and

WHEREAS, the Commissioners Court of Childress County, Texas at such
public hearing invited any interested person to appear and speak for or against the
creation of the reinvestment zone and whether all or part of the territory described
should be included in the proposed reinvestment zone; and

WHEREAS, the proponents of the reinvestment zone offered evidence, both
oral and documentary, in favor of all of the foregoing matters relating to the creation
of the reinvestment zone and opponents, if any, of the reinvestment zone appeared
to contest the creation of the reinvestment zone.

BE IT RESOLVED BY THE COMMISSIONERS COURT OF CHILDRESS
COUNTY, TEXAS:

SECTION 1. That the facts and recitations contained in the preamble of this
Resolution are hereby found and declared to be true and correct.

SECTION 2. That the Commissioners Court of Childress County, Texas.
after conducting such hearing and having heard such evidence and testimony, has

Childress County Resolution — Iris Energy Reinvestment Zone Page!

Childress County — Iris Energy — Tax Abatement Agreement Attachment A


made the following findings and determinations based on the evidence and
testimony presented to it:

(a) That the public hearing on adoption of the Iris Energy Reinvestment
Zone has been properly called, held and conducted and that notice of
such hearing has been published as required by law and mailed to the
respective presiding officers of the governing bodies of all taxing
units overlapping the territory inside the proposed reinvestment zone;
and

(b) That the boundaries of the [ris Energy Reinvestment Zone should be
the area described in the legal description and corresponding map
attached hereto as Exhibit “A”, which is incorporated herein by
reference for all purposes; and,

(c) ‘That creation of the Iris Energy Reinvestment Zone will result in
benefits to Childress County, Texas and to land included in the zone
and that the improvements sought are feasible and practical; and

(d) ‘The Iris Energy Reinvestment Zone meets the criteria set forth in
Texas Property Tax Code Chapter 312 for the creation of a
reinvestment zone as sct forth in the Property Redevelopment and
Tax Abatement Act, as amended, and the Guidelines, in that it is
reasonably likely as a result of the designation to contribute to the
retention or expansion of primary employment or to attract
investment in the zone that would be a benefit to the property and
that would contribute to the economic development of Childress
County, Texas, and that the entire tract of land is located entirely
within an unincorporated area of Childress County, Texas.

SECTION 3. That pursuant to the Property Redevelopment and Tax
Abatement Act, as amended, and the Guidelines, Childress County Commissioner's
Court hereby creates the Iris Energy Reinvestment Zone; a reinvestment zone for
commercial-industrial tax abatement encompassing only the area described on and
as shown on the map in “Exhibit A”, and such reinvestment zone is hereby
designated and shall hereafter be referred to as Iris Energy Reinvestment Zone.

SECTION 4. That Iris Energy Reinvestment Zone shall take effect on the
date of this Resolution and shall remain designated as a commercial-industrial
reinvestment zone for a period of five (5) years from such date of designation and
may be renewed for an additional five (5) year period thereafter.

SECTION 5. That if any section, paragraph, clause or provision of this
Resolution shall for any reason beheld to be invalid or unenforceable, the invalidity

or unenforceability of such section, paragraph, clause, or provision shall not affect
any of the remaining provisions of this Resolution.

Childress County Resolution ~ Iris Energy Reinvestment Zone Page 2

Childress County ~ Iris Energy — Tax Abatement Agreement Attachment A


SECTION 6, That it is hereby found, determined and declared that a
sufficient notice of the date, hour, place and subject, of the mecting of the Childress
County Commissioners Court at which this Resolution was adopted was posted at a
place convenient and readily accessible at all times as required by the Texas Open
Government Act, Texas Government Code, Chapter 551, as amended, and that a
public hearing was held prior to the designation of such reinvestment zone and that
proper notice of the hearing was published in the official newspaper of general
circulation within the County, and furthermore, such notice was in fact delivered to
the presiding officer of any affected taxing entity as prescribed by the Property
Redevelopment and Tax Abatement Act.

PASSED, APPROVED AND ADOPTED on this the 14" day of February, 2022

AL \/

4,

1 a) { MINA CY pt
/ 4, } | Kind berly Tones, Coun ty Judge
L/h f / |
Lie LA
Jeremy Hill U

Commissioner, Precinct |

/ Ste - > Za
Mark Ross
Commissioner, Precinct 2

Commissioner, Precinct 3

Ps a, 3 an
ad s ie
Rick Elliot
Commissioner, Precinct 4

ngee He 11 834 2292

Atte

Barbara Spitzer, Childress Gounty Clerk

Childress County Resolution ~ Iris Energy Reinvestment Zone Page 3

Childress County — Iris Energy — Tax Abatement Agreement Attachment A


Exhibit “A”

LEGAL DESCRIPTION AND MAP OF
Iris ENERGY REINVESTMENT ZONE

Iris Energy Reinvestment Zone is comprised of the following real property. In the event of
discrepancy between this Exhibit “A” and the attached map, this legal description shall control;
provided however, the Iris Energy Reinvestment Zone shall in no way be deemed to include any
portion of any municipality.

416.083 acres of land out of Section 421, Abstract 208, Block H, W & NW RY. Co, Surveys,
Childress County, Texas

Childress County — Iris Energy — Tax Abatement Agreement Attachment A


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Altachment A


Exhibit A
LEGAL DESCRIPTION AND MAP OF
IRIS ENERGY REINVESTMENT ZONE

Iris Energy Reinvestment Zone is comprised of the following parcels. In the event of discrepancy
between this Exhibit “A” and the attached map, the map shall control; provided however, the Iris
Energy Reinvestment Zone shall in no way be deemed to include any portion of any municipality.

416.083 acres of land out of Section 421, Abstract 208, Block H, W & NW RY. Co. Surveys,
Childress County, Texas

Childress County - Iris Energy — Tax Abatement Agreement Exhibit A


EXHIBIT A (CONTINUED)
MAP OF

IRIS ENERGY REINVESTMENT ZONE

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Childress County — Iris Energy — Tax Abatement Agreement

Exhibit A (continued)


Attachment B

LOCAL SPENDING AND SUPPORT PLAN

A. In connection with the construction and operation of the Improvements in the County,
Owner and Owner’s prime contractor(s) (“Prime Contractor(s)”) responsible for
overseeing construction and/or operation of the Improvements will use commercially
reasonable efforts during the Term to invest at least one million dollars ($1,000,000) in
services, materials and supplies purchased from County individuals and businesses,
provided that nothing in this paragraph shall require Owner or the Prime Contractor(s) to
use services, materials and supplies provided by County residents that are not: (i) of similar
quality to those provided by nonresidents; or (ii) made available on terms and/or at prices
comparable to those offered by nonresidents. Within ninety (90) days following the COD,
Owner shall provide the County with a written report showing the status of spending in the
County and its compliance with the requirement set forth in this Local Spending and
Support Plan.

B. In no event shall Owner or the Prime Contractor discriminate against County residents or
businesses in employment or in the purchase of goods and services.

C. In filling employment vacancies in connection with the Project, Owner and the Prime
Contractor(s) will use commercially reasonable efforts to use County labor, provided that
nothing in this paragraph shall require Owner or the Prime Contractor to employ County
residents who are not: (i) equally or more qualified than nonresident applicants; or (ii)
available for employment on terms and/or at salaries comparable to those required by
nonresident applicants. Individuals who resided in Childress County at the time of their
initial employment shall be considered “‘County labor” even if they relocate to a residence
outside of the County during their term of employment.

D. Owner or the Prime Contractor shall designate a Coordinator of Local Hiring and Services
who will act as a liaison between all contractors and any individual or business residing in
the County who is interested in obtaining information about (i) employment, or (ii)
commercial services or supplies expected to be purchased by a contractor.

E. Owner or the Prime Contractor shall hold a job and contracting information session prior
to beginning physical construction of the Project at which information will be provided
regarding the construction and hiring needs of the Project. Such information also will be
provided on a continuing basis through the Coordinator of Local Hiring and Services.

F. During every year of the Term after the COD, Owner, its contractors, and their respective
affiliates will collectively employ in the County at least the requisite number of full-time
equivalent Project employees specified in the Agreement as described in Section XVI(B)
of the Agreement.

Childress County — Iris Energy — Tax Abatement Agreement Attachment B


Attachment C

Owner’s Annual Reporting and Compliance Form

Pursuant to Section VI(B) of the Agreement, this form shall be submitted by Owner to the
County Judge on or before March 31 of each Calendar Year beginning with the first
Calendar Year after Owner delivers the Certificate. To the extent that any of the
provisions herein conflict with the provisions in the Agreement, the provisions of the

Agreement shall control.

Provision and

Description

Compliance Guidelines

Provision Complied
With?

Yes (date complied
with)/No/In Process
(include explanation)

Improvements _and
Reinvestment Zone

— Section III(A)

Owner constructed the Improvements on
the Site as set forth in Section II(A).

Improvements _and
Reinvestment Zone

Owner commenced construction of the
Improvements and the Project achieved

- Section III(A) and | Commercial Operations as required by
Section III(C) the timelines.
Representations - | Owner has made all required filings with
Section V the Office of the Comptroller of Public
Accountants and other governmental
entities concerning the Agreement.
Note: Any filings made during the course
of the prior year by Owner which pertain
to the Agreement should be listed here.
Assignment - | Describe any instances in which the
Section IX Agreement was duly assigned or

transferred in accordance with Section IX
of the Agreement.

Local Spending
Plan — Attachment

B, Section A and
Section XVI(D)

Within 90 days following the COD, Owner
provided the County with a written project
summary showing its good faith and
commercially reasonable efforts to comply
with the requirements set forth in the Local
Spending and Support Plan, which
includes all reasonably available local
spending information collected by Owner
in the ordinary course of business
including (among other information):

e Summary of Local
services/materials/supplies purchased
within the County

Childress County — Iris Energy — Tax Abatement Agreement

Attachment C


e Proof that Owner designated a
Coordinator of Local Hiring Services
(per Attachment B, Section D)

¢ Proof that Owner used commercially
reasonable efforts to utilize the County
Labor Force by conducting a job and
contracting information session within
30 days of beginning physical
construction of the Project (per
Attachment B, Section E)

e Proof that Owner or its contractors or
their respective affiliates have
collectively employed at least the
requisite number of full time Project
employees during every year of the
Term after the COD (per Section
XVI(B) and Attachment B, Section F).

Local Spending
Plan — Attachment

B, Section D

Owner or the Prime Contractor designated
a Coordinator of Local Hiring Services
who acted as a liaison to residents of the
County.

Full-time Project
Jobs - Section

XVI(B) and
Attachment B,
Section F

During every year of the Term after the
COD, Owner or its contractors or their
respective affiliates have collectively
employed at least the requisite number of
full-time equivalent Project employees as
described in Section XVI(B).

Childress County ~ Iris Energy — Tax Abatement Agreement

Attachment C