Effective January 22, 2026 (Effective date), Edgemode, Inc. (Company) entered into a Joint Venture Agreement (JVA) by and among the company, Blackberry, AIF (BAIF) and DC Estate Solutions Cayman Limited (Joint venture company), which (i) amends and restates that certain Memorandum of Understanding dated October 15, 2025 by and between the Company and BAIF (the ?MOU?) and (ii) supplements that certain Share Purchase Agreement dated November 6, 2025 by and between the Joint Venture Company and BAIF (the ?SPA?). The Joint Venture Company is a Cayman Islands company. Pursuant to the SPA, the Joint Venture Company acquired the equity interests of five special purpose vehicles (the ?SPVs?): (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW.
As a result of the acquisition of the SPVs, the Joint Venture Company also acquired the leases to five properties located in the Spain cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the ?Spain Leases?). Pursuant to the JVA, the Joint Venture Company shall be owned and controlled 50.1% by the Company and 49.9% by BAIF. The purpose of the JVA is to manage and coordinate the development of high-performance computing data center (the ?Data Centers?) sites on the properties governed by the Spain Leases.
Substantially, all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA, the Company agreed to fund the Joint Venture Company with USD 3,500,000 as follows: (i) USD 250,000, which was previously paid upon the execution of the MOU, (ii) USD 250,000, which was previously paid upon execution of the SPA, (iii) USD 375,000 paid on the effectiveness of a notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) USD 2,625,000 payable in monthly installments of USD 125,000 commencing on March 1, 2026. The funds shall be distributed by the Joint Venture Company to BAIF.
The Company also agreed to grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company?s common stock (the ?Option?) at an exercise price of USD 0.02 per share. The Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the Option or (ii) the termination of the JVA. Additionally, pursuant to the JVA, the Joint Venture Company?s equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to the Joint Venture Company (including amount payable under the SPA) in the amount of USD 8,750,000, which shall be distributed to BAIF (the ?BAIF Funding?).
If the Company fails to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs. In the event of any sale or lease of a Data Center, profits of the Joint Venture Company shall be shared equally by and between the Company and BAIF. In the event the Joint Venture Company develops the data centers and sells such data centers, BAIF will be entitled to a bonus as defined under the JVA.
