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iN8 Technologies

CLOUDX BASIC COMPUTE NODE 

CO-OWNERSHIP AGREEMENT

 

 

This Co-Ownership Agreement (the "Agreement") is effective {signed_date},

BETWEEN THE FOLLOWING PARTIES: 

SEE "ANNEXURE A"

Collectively, Co-Owner 1-60 shall be referred to as the “Parties” or “Co-Owners.”

 

WHEREAS, the Co-Owners have, simultaneous with the execution hereof, each acquired a ONE POINT SIX SIX SIX SIX SIX SIX SEVEN Percent (1.6666667%) undivided interest as Tenants-in-Common in and to that certain real property described generally as (the “Property”)

 

EQUIPMENT DESCRIPTION:

CloudX Basic Compute Node:

CONVERGED AMD RYZEN 7950 8N-1S-16C-17TB*

*OR SIMILAR

 

CPU: AMD RYZEN TM 9 7950X 16-CORE 4.5 GHZ 64MB CACHE

RAM: 4X 32GB DDR5 4800 MHZ ECC UDIMM*

*OR SIMILAR

 

WHEREAS, the Co-Owners own their respective interests in the Property as Tenants-in-Common, subject to the terms, covenants and conditions set forth below, which terms are necessary to ensure the proper and orderly management and operation of the Property during the period of the Co-Owners’ co-ownership;



 

NOW, THEREFORE, the Parties agree as follows:

 

  1. PROPERTY
    1. The Property is situated at the hosting facility of IN* Technologies and the legal description of the Property is as follows: CloudX Basic Compute Node: (the “Property”).

 

EQUIPMENT DESCRIPTION:

CloudX Basic Compute Node:

CONVERGED AMD RYZEN 7950 8N-1S-16C-17TB*

*OR SIMILAR

 

CPU: AMD RYZEN TM 9 7950X 16-CORE 4.5 GHZ 64MB CACHE

RAM: 4X 32GB DDR5 4800 MHZ ECC UDIMM*

*OR SIMILAR

 

  1. TERM
  1. This Agreement shall be for a term of successive five year periods, commencing on the date of execution hereof, and terminating 72 months from effective date, unless either Party terminates this Agreement by delivering written notice to the other Party or by a mutual termination of this Agreement by both Parties, in writing.

 

  • MANAGEMENT
  1. The Co-Owners appoint IN8 Technologies LLC as the manager of the Property (“Manager”), on a renewable annual basis, to handle such matters as the lease, operation, and maintenance of the Property. The duties of the Manager are mentioned in Annexure B, which is attached to this Agreement. Instructions to the Manager may be issued by either of the Co-Owners, except that, in the event of the sale or refinancing of the Property, the consent of both Co-Owners shall be required.

 

  • OPERATING CAPITAL AND EXPENSES
  1. In the event the Manager determines, from time to time, that additional capital from the Co-Owners is required (whether for capital improvements or ordinary and routine operating expenses, including insurance, taxes, snow removal, utilities, and furniture for the Property) to operate, improve, or otherwise manage the Property, the Manager shall so notify the Co-Owners, in writing, of the total additional sum required, and request that each Co-Owner submits Fifty Percent (50%) (or the amount of each Co-Owner’s proportionate share of said total, if different), within 15 days after receipt of said written notice.
  1. Emergency Advances. Regardless of the determination by the Manager regarding additional capital needs and requirements from the Co-Owners, should either Co-Owner determine that an “emergency condition” exists, that Co-Owner shall be entitled to make advances to protect and preserve the value of the property. An “emergency condition” shall include any necessary expense or capital improvement to protect and preserve the value of the property from immediate threat of significant harm. Should either Co-Owner make such advances, he should give the other Co-Owner written notice thereof within 15 days after making the advance.
  1. The failure of either Co-Owner to make such additional contribution within 15 days after receipt of notice requesting the same shall constitute a material breach of this Agreement, and the non-contributing Co-Owner shall be considered in default hereunder. The non-defaulting Co-Owner shall have the right, but not the obligation, to pay the defaulting Co-Owner’s pro rata share of such additional contribution. The non-defaulting Co-Owner so electing to pay the defaulting Co-Owner’s share shall be entitled to a percentage of the defaulting Co-Owner’s interest. A portion of the defaulting Co-Owner’s interest shall be transferred to the non-defaulting Co-Owner who has made said payment.

 

  • RIGHT OF FIRST REFUSAL AS CONDITION PRECEDENT TO SALE TO THIRD PARTY
  1. Sale of the Property. Either Co-Owner shall have the right to sell, exchange or otherwise transfer its interest in the Property, or any part thereof, after having first offered to sell said interest to the other Co-Owner in accordance with the following procedure:
  1. The interest in the Property which the transferring Co-Owner intends to sell, exchange or otherwise transfer (whether such interest includes all or a portion of the Co-Owner’s interest) shall first be offered in writing to the other Co-Owners at the stated price at which the interest is proposed to be sold to a third party. The other Co-Owners shall have a period of 21 days after receipt of such notice in which to accept or reject said offer, in writing.
  1. In the event the non-transferring Co-Owner rejects the offer, then the transferring Co-Owner shall be free to sell its interest in the Property on the terms set forth in the notice and on no other terms. In the event the non-transferring Co-Owner accepts the offer, then the non-transferring Co-Owner shall purchase the interest of the transferring Co-Owner on the terms set forth in said notice within 14 days after the acceptance of said offer. The selling Co-Owner shall pay any and all title insurance premiums and reasonable closing costs associated with said transfer.
  •  RIGHT OF PARTITION


  • The Co-Owners agree generally that any Tenant-in-Common (and any of its successors-in-interest) shall have the right, while this Agreement remains in effect, to have the Property partitioned, and to file a complaint or institute any proceeding at law or in equity to have the Property partitioned, in accordance with, and to the extent provided by, applicable law. The Co-Owners acknowledge and agree that partition of the Property may result in a forced sale by both the Co-Owners. To avoid the inequity of a forced sale and the potential adverse effect on the investment by the other Co-Owner, the Co-Owners agree that, as a condition precedent to filing a partition action, the Co-Owner intending to file such action shall follow the buy-sell procedure set forth in this Agreement.
  1. RELATIONSHIP
  1. The Parties acknowledge that it is their intention to hold the Property as Tenants-in-Common and that they have expressly elected not to become partners and that neither this Agreement nor any provision of this Agreement shall be interpreted to impose a partnership relationship at either law or equity on the Parties. Accordingly, neither Co-Owner shall have any liability for the debt or obligation of the other Co-Owner.

 

  1. NO WAIVER
  1. No waiver of any breach of any covenant or provision contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of the time for performance of any other obligation or act except those of the waiving Party, which will be extended by a period of time equal to the period of the delay. 

 

  • LANGUAGE OF THE AGREEMENT
  1. The language of the Agreement shall be the English Language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of the Agreement.

 

  • SEVERABILITY
  1. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, and the remainder of the provisions of this Agreement shall in no way be affected, impaired or invalidated as a result.

 

  • MODIFICATIONS
  1. Any modifications to the present Agreement shall be made after the written approval of the Parties.
  • NOTICES
  1. Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Parties at the addresses contained in this Agreement or as the Parties may later designate in writing at the address provided by the Parties.

 

  • FORCE MAJEURE 
  1. For purposes of this section, "force majeure" means an event beyond the control of either Party, which by its nature could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.
  1. Neither Party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure, provided that such Party shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.
  1. Promptly on becoming aware of force majeure causing a delay in performance or preventing performance of any obligations imposed by this Agreement (and termination of such delay), the Party affected shall give written notice to the other Party, giving details of the same, including particulars of the actual, and, if applicable, estimated continuing effects of such force majeure on the obligations of the Party whose performance is prevented or delayed. If such notice shall have been duly given, the actual delay resulting from such force majeure shall be deemed not to be a breach of this Agreement, and the period for performance of the obligation to which it relates shall be extended accordingly, provided that if force majeure results in the performance of a Party being delayed by more than 60 days, the other Party shall have the right to terminate this Agreement with respect to any service affected by such delay forthwith by written notice.

 

  • SUCCESSORS
  1. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the Parties, except to the extent of any contrary provision in this Agreement. 

 

  • GOVERNING LAW AND JURISDICTION
  1. This Agreement shall be construed and enforced in accordance with the laws of the State of Utah. 
  1. The Parties submit to the jurisdiction of the courts of the State of Utah for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.
  • MEDIATION AND ARBITRATION
  1. In the event a dispute arises out of or in connection with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation.
  1. If the dispute is not resolved within a period of 120 days, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of the State of Utah. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within the State of Utah.
  •  ENTIRE AGREEMENT
  1. This Agreement contains the entire Agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement shall bind the Parties.
  • BINDING EFFECT
  • This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Parties’ successors, assigns, executors, administrators, beneficiaries, and representatives.

IN WITNESS WHEREOF, the Parties have executed this Agreement on {signed_date}.

CO-OWNER

 

Name: {first_name} {last_name}

Signature: {first_name} {last_name}

Date: {signed_date}