SECOND AMENDMENT TO POWER PURCHASE AGREEMENT
Exhibit 10.35
SECOND AMENDMENT TO
THIS SECOND AMENDMENT dated February 28, 2022 (this “Amendment”), amends that certain Power Purchase Agreement dated June 23, 2021, as amended (the “PPA”), by and among Luminant ET Services Company LLC, a Texas 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 PPA.
RECITALS
WHEREAS, Section 17.10 of the PPA provides that the PPA may be amended only by a writing signed by both parties thereto; and
WHEREAS, the parties hereto desire to amend the PPA 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:
“Contract Quantity” means a minimum of 200 megawatts up to 210 megawatts, during each hour of each day, during the applicable period subject to the Ramp Up Schedule set forth in Section 5.1(C).”
“Ramp Up Schedule” shall have the meaning set forth in Section 5.1(C).”
“2.1 The obligations of Seller to deliver Energy and the obligations of Buyer to purchase Energy pursuant to this PPA shall become effective according to the later of (i) Seller COD and (ii) August 1, 2022 (the “Initial Delivery Date”) and shall continue until July 31, 2027 (the “Initial Term”). Subsequently, the Initial Term shall automatically renew for a period of one (1) year unless either Party provides written notice to the other Party of its intent to terminate the PPA at least six (6) months prior to expiration of the then current term, subject to early termination provisions set forth herein. If the Initial Term and any renewal period has expired and the PPA has terminated, then for so long as the Lease remains effective, and Buyer has not sold the Interconnection Facilities to Seller, Buyer shall pay to Seller an annual Interconnection Facilities transfer delay fee in the
amount of $75,000.00, such amount payable within five (5) Business Days following the termination of the PPA, and each anniversary thereof, and (ii) Seller shall cooperate with Buyer in respect to Buyer’s efforts to deliver to the Point of Delivery a replacement for any Energy required to be delivered hereunder but not delivered by Seller, including allowing the use of the Odessa Plant’s electrical infrastructure.”
“The ramp up of Energy deliveries beginning on the Initial Delivery Date shall be as provided in the Ramp Up Schedule below.
The “Ramp Up Schedule” shall be as follows:
Date |
Quantity |
7/1/2022 |
2 |
8/1/2022 |
35 |
9/1/2022 |
70 |
10/1/2022 |
106 |
11/1/2022 |
141 |
12/1/2022 |
177 |
2023 + |
207 |
2. Ratification of PPA. Except as herein provided, the PPA is ratified, confirmed, and shall remain unchanged and in full force and effect.
3. Entire Agreement. This Amendment together with the PPA 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.
LUMINANT ET SERVICES COMPANY LLC By /s/ ▇▇▇▇▇▇▇ Muscato______________ Name: ▇▇▇▇▇▇▇ Muscato Title: Chief Commercial Officer
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CIPHER MINING TECHNOLOGIES ▇▇▇. ▇▇ /s/ Tyler Page___________________ Name: Tyler Page Title: CEO |
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