Exhibit 10.1
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Youngstown Computing Center Equity Transfer Agreement
(October __, 2026 )
This Agreement is entered into by Glorious Star, LLC and Valor Energy Inc. (“Buyer” or “VAI”), pursuant to which VAI or its designated subsidiary shall acquire 100% of the equity interests of the Target Company, which holds interests in the Youngstown computing center project. The Target Company is Glorious Star LLC.
| 1. | Parties and Effectiveness |
| 1.1. | Buyer is Valor Energy Inc., a corporation organized under the laws of the State of Nevada (“VAI”), whose common stock is listed on the Nasdaq Capital Market under the ticker symbol “VAI”. The Target Company is Glorious Star LLC, a limited liability company organized in the State of Ohio; registration No.: _____. The Target Company shall remain in good standing prior to Closing. Seller shall be the lawful holder of 100% of the equity interests of the Target Company as of Closing; if there are multiple holders, all shall execute this Agreement and be jointly and severally liable for Seller’s obligations hereunder. This Agreement becomes effective on the date of the last signature of Seller and Buyer (the “Effective Date”). |
| 1.2. | VAI is the signatory Buyer under this Agreement; the entity that actually acquires and holds the equity interests of the Target Company may be VAI or a directly or indirectly controlled subsidiary designated by VAI (the “Acquiring Entity”). VAI may designate by written notice to Seller prior to Closing, effective upon delivery of such notice, subject to any legally required approvals; the designated subsidiary shall execute an assumption instrument prior to Closing, assuming the acquisition and payment obligations applicable to it. After designation, VAI remains liable for its payment and other obligations under this Agreement, and the agreed purchase price, due-diligence termination rights and Closing deadline continue to apply. |
| 2. | Acquisition Target and Project Interests |
| 2.1. | The Project is located at 1911 Logan Avenue, Youngstown, Mahoning County, Ohio 44505, comprising approximately 30,888 square feet of warehouse space and the agreed outdoor areas, with the related electricity service address at 1775 Logan Avenue (the “Project”). The specific land, outdoor areas, access routes and supporting facilities required for the construction and operation of the computing center shall be confirmed by the parties with the authorized landowner or lessor in a site plan based on Buyer’s construction proposal. Seller shall cooperate with Buyer to secure the lease or purchase of land within such scope and ensure that the land scope aligns with electricity service and permit coverage. |
| 2.2. | The acquisition target is 100% of the issued and outstanding equity interests of the Target Company (including applicable shares or limited liability company membership interests) together with all voting rights, economic rights and control. Seller shall release all pledges, liens, third-party purchase rights and other encumbrances on the equity prior to Closing and deliver clean and complete title. The project resources and interests held by the Target Company include: (a) land ownership or lease, use and development rights to lawfully possess and use the site and to construct, alter and operate a high-performance computing center within the agreed term; (b) rights to 23kV electricity connection and use at 18,000kVA (18MVA) supplied by Ohio Edison, together with rights under effective power purchase contracts accepted by Buyer in writing; and (c) equipment, facilities, technical records, permits and ancillary contract rights identified in an inventory signed by both parties. The 18MVA is site apparent-power capacity, not IT load. |
| 2.3. | No change of entity and continuity of contracts. The transaction is Buyer’s indirect holding and control of the above resources and interests through the purchase of 100% of the equity interests of the Target Company. The parties confirm that this equity acquisition does not change the Target Company’s juridical status and does not involve the assignment or re-execution of underlying contracts; the land lease/use contracts, power supply and purchase agreements, permits and ancillary contracts originally executed and held by the Target Company shall continue in full force under the Target Company’s name in accordance with their terms. Seller shall ensure that such contracts in the Target Company’s name are true, lawful, valid and free of defaults as of Closing, and that they will not terminate or trigger adverse provisions as a result of this equity transfer or change of control. For facilities owned by third parties, Seller shall secure effective use rights for the Target Company. Mining machines, third-party equipment, existing customer contracts and non-project businesses to be retained shall be confirmed by Buyer in writing; all other items shall be removed or terminated by Seller prior to Closing in accordance with law, with required third-party consents obtained and related costs and liabilities borne by Seller. |
| 3. | Seller Delivery and Cooperation Obligations |
| 3.1. | Project and Existing Condition: The completed and energized 18 MW high- performance computing center, together with its electrical equipment. |
| 3.2. | Land Use Contract: The land use contract held in the Target Company’s name, valid through December 31, 2030, and renewable in accordance with its original terms. |
| 3.3. | **Electricity Supply Agreement: **A legally valid and effective electricity supply agreement held in the Target Company’s name, renewable or capable of remaining in effect in accordance with its original terms. The Seller shall ensure that all of the above contracts are being duly performed at Closing, with no material defaults or disputes. |
| 4 | Purchase Price, Deposit and Payment |
| 1. | The aggregate purchase price for 100% of the equity interests of the Target Company is Three Million Six Hundred Thousand U.S. Dollars (USD 3,600,000), covering all project resources and interests under Section 2 and all of Seller’s delivery and cooperation obligations under this Agreement. Such price applies equally where a designated subsidiary carries out the acquisition. Land purchase price and related taxes shall be handled per arrangements separately confirmed by Buyer and Seller in writing; other costs shall be allocated per this Agreement. |
| 2. | Deposit and Escrow. Within five (5) Business Days after the Effective Date, Buyer shall deposit a performance deposit equal to 10% of the purchase price, i.e., Three Hundred Sixty Thousand U.S. Dollars (USD 360,000) (the “Deposit”), into a third-party escrow account (the “Escrow Account”) or attorney trust account (Attorney Trust Account / IOLTA, subject to Rule 1.15 of the Ohio Rules of Professional Conduct regarding client fund management) opened by [To be completed: Escrow Agent name] as jointly designated by the parties. The Deposit is legally a refundable performance deposit (the “Refundable Deposit”). If Closing occurs, the Deposit shall be credited toward the purchase price; if Buyer terminates pursuant to Section 5.3 or 6.2, the Escrow Agent shall, upon Buyer’s unilateral termination notice, refund the Deposit in full without interest to Buyer’s designated account within five (5) Business Days after receipt of such notice, without further authorization from Seller, and Seller shall not obstruct or object. |
| 3. | After Buyer completes due diligence and confirms in writing that the results are acceptable, and all Closing conditions under Section 5 are satisfied or duly waived in writing by the benefited party, Buyer shall at Closing pay the remaining 90% of the purchase price (Three Million Two Hundred Forty Thousand U.S. Dollars, USD 3,240,000) to the account designated by Seller in writing and verified, and instruct the Escrow Agent to release the USD 360,000 Deposit to Seller, simultaneous with the delivery of 100% of the equity interests and control. Multiple Sellers shall jointly issue payment and allocation instructions, with aggregate payments not exceeding the above total. |
| 4. | Retention and termination refund. Except for the Deposit under Section 4.2, the remaining 90% of the purchase price shall be retained by Buyer until Closing. Upon Buyer’s valid termination pursuant to Section 5.3 or 6.2, its further acquisition and payment obligations terminate, Buyer recovers the full Deposit per this Agreement, and Seller and the Escrow Agent shall unconditionally refund the Deposit per Section 4.2; Buyer is not liable for any break-up fee or liquidated damages arising from such termination; each party remains liable for other independently accrued breaches. |
| 5. | Cleanup of debts and post-Closing performance boundary. All historical debts arising before Closing (including the Closing date) — rent, electricity charges, taxes, construction payables, related-party balances and all other historical liabilities — shall be borne by Seller, who must settle them in full or obtain valid written releases from creditors prior to Closing. After Closing, as the Target Company’s entity and underlying contractual relationships remain unchanged, rent, electricity and ongoing operating expenses in the Target Company’s name shall be borne by the Target Company per the original contracts; Seller bears no additional liability for the Target Company’s normal post-Closing business performance (except for debts concealed prior to Closing or pre-Closing breaches). Deposits, prepayments and cross-period charges shall be allocated in a Closing statement signed by both parties; additional payments require Buyer’s prior written consent. Buyer bears its new design, construction and permitting costs; other new third-party charges require Buyer’s prior written acceptance. |
| 6. | Transition-period power costs. Seller shall verify and comply with the then-applicable Ohio Edison supplier-switching procedures, notice periods and meter-read schedules. If Ohio Edison Standard Service Offer (SSO) must be used after expiration of the original power purchase contract and before the replacement supply arrangement takes effect, it shall be subject to Buyer’s written acceptance and arranged by the Target Company in accordance with law to ensure continuous supply. Transition-period charges shall be settled at actual SSO rates; the portion exceeding the replacement supply price confirmed by both parties in writing shall be borne by Seller and reflected in the Closing statement; differences determined only after Closing shall be reimbursed by Seller within ten (10) Business Days after receipt of settlement documentation. |
| 7. | Regarding the electricity security deposit, following the closing of the transaction, the Buyer shall be responsible for all electricity charges incurred after November 15, 2026, and shall refund to the Seller the remaining balance of the electricity security deposit as of November 15, 2026. |
| 8. | Rent Settlement. The Seller has prepaid rent to the landlord through December 31, 2026. The Buyer shall reimburse the Seller US$30,000 for the remaining prepaid rent, payable together with the final payment. |
| 5. | Due Diligence and Closing |
| 5.1. | The due diligence period is thirty (30) Business Days from the Effective Date (the “Due Diligence Period”). The overall Closing timeline adjusts accordingly, with Closing to occur no later than the 90th Business Day after the Effective Date (the “Closing Deadline”). Buyer shall proceed with due diligence promptly; if the results are acceptable and Closing conditions are satisfied, the parties shall complete the equity Closing and balance payment within such period. Extensions for supplemental materials, remediation, negotiations or cure periods require written confirmation by Buyer and Seller. | |
| 5.2. | Within three (3) Business Days after the effectiveness of this Agreement, Seller shall provide formation and equity records of the Target Company in its possession or control, financial statements, tax and debt records, land and power contracts, asset inventories, permits, environmental, litigation, labor and related-party transaction records, and promptly supplement documents reasonably requested by Buyer. Seller shall cause the Target Company, existing project right holders and relevant third parties to cooperate with Buyer and its advisors in legal, financial, tax, technical, power, land, environmental and commercial due diligence, providing lawful site access, inspection and interview conveniences, and fully disclose adverse matters. |
| 5.3. | If, during the due diligence period of thirty (30) business days from the Effective Date, the Buyer determines, based on objective facts and reasonable judgment, that the Target Company has provided false information to the Buyer, the Buyer may unilaterally terminate the Purchase Agreement, and the purchase deposit shall be refunded to the Buyer within five (5) business days following such termination. If the Seller has not provided false information, the Buyer may not unilaterally terminate the transaction. |
| 5.4. | Closing requires all of the following: (a) Buyer’s written confirmation that due diligence results are acceptable; (b) the Target Company lawfully and completely holds all agreed resources under Section 2 with the computing-center land use and development conditions under Sections 3.1 and 3.2, and underlying contracts normally maintained in the original entity’s name; (c) agreed power and purchase rights secured per Section 3.3, remaining effective in the original entity’s name after this equity transfer or change of control; (d) required third-party consents, internal approvals of the parties and the Target Company, and legally required transaction, regulatory and use approvals obtained; (e) clean title to 100% of the equity and included assets, with encumbrances, arrears and defaults released or resolved as accepted by Buyer in writing; (f) non-acquired businesses and assets and rejected contracts and liabilities lawfully cleaned up, Seller’s representations and warranties still true and accurate as of Closing, with no material adverse change to the Target Company or the Project; (g) all Closing documents, assets, site possession and control ready for delivery. All mandatory Closing conditions required by law shall be fulfilled. |
| 5.5. | At Closing, Seller shall deliver: valid 100% equity transfer instruments, updated membership register and applicable equity certificates and registration documents; the Target Company’s Operating Agreement and amendments (including the amendment reflecting Buyer or its designated subsidiary as the sole member of the Target Company), resolutions, licenses, seals, books, bank and system control credentials; replacement documents for directors, managers and other personnel as required by Buyer; original land, power and permit contract texts and no-default certificates; encumbrance release and historical debt cleanup certificates; mechanics’ lien waivers or releases from contractors under Chapter 1311 of the Ohio Revised Code; and the site plan, resource inventory, Closing statement and Closing confirmation signed by both parties. Equity transfer, control handover, the balance payment under Section 4.3 and Deposit release shall complete simultaneously; project assets and contract rights remain held by the Target Company. Buyer shall review Closing documents reasonably and promptly and shall complete Closing once all conditions are satisfied; Closing confirmation requires Buyer’s express written confirmation. |
| 6. | Performance Protection and Remedies |
| 6.1. | Seller’s representations and liability boundary. Seller represents as of the signing date and the Closing date: it has authority to execute and perform this Agreement and will lawfully hold 100% of the transferable equity interests of the Target Company as of Closing, with the equity structure and all options, convertible interests, nominee arrangements and third-party rights fully disclosed; this equity transfer complies with the Target Company’s Operating Agreement and all transfer consents required thereunder have been obtained; the Target Company is in good standing, its project interests and contracts are true and valid, and materials provided are true, accurate and complete; litigation, arbitration, administrative investigations, tax, environmental and other liabilities are fully disclosed, with no pending tax assessments or tax liens by the Ohio Department of Taxation against the Target Company. Prior to Closing, Seller shall maintain the Target Company’s normal operations and the validity of land and power rights, pay expenses when due; preserve asset integrity, stable capital and debt structure, agreed power capacity and service continuity, and prioritize performance of this Agreement. The parties confirm that after Closing the Target Company as an independent juridical person continues to perform subsequent obligations under existing contracts; Seller is not liable for the Target Company’s normal post-Closing business performance, but remains liable for its pre-Closing breaches, undisclosed liabilities, equity defects and untrue representations and warranties. |
| 6.2. | If by the Closing Deadline (i.e., the 30th Business Day after the Effective Date), due diligence is completed and passed and all conditions under Section 5.4 are satisfied or duly waived, the parties shall close as agreed. Otherwise, Buyer may terminate the transaction by written notice to Seller, with acquisition and payment obligations terminating per Section 4.4 and the escrowed Deposit refunded in full; Buyer may also agree with Seller in writing to extend. For due-diligence issues regarding the Target Company’s project interests, computing-center land use and development conditions, power rights or defective underlying contracts, Buyer may exercise the termination right under Section 5.3 prior to Closing. After termination, each party retains accrued breach claims and remains liable for its own breaches. |
| 6.3. | If a material breach is not cured within ten (10) Business Days after written notice, the non-breaching party may terminate the uncompleted transaction and recover actual losses and reasonable enforcement costs. The original Closing Deadline continues to apply during the cure period; extensions require written confirmation by both parties; Buyer’s termination and Deposit refund rights under Sections 5.3 and 6.2 remain effective. Buyer’s failure to pay the balance constitutes a payment breach only after due diligence has been passed in writing, all Closing conditions are satisfied or duly waived, and Seller is ready to deliver all equity and control simultaneously. |
| 6.4. | Seller’s indemnity. Seller shall indemnify Buyer, the designated subsidiary and the Target Company for actual losses and reasonable costs arising from its pre-Closing breaches, defects in equity or resource title, pre-Closing matters, concealed/undisclosed liabilities and historical debts it is responsible for. Seller shall complete historical debt cleanup per Section 4.5 and obtain required creditor releases prior to Closing. After Closing, the Target Company’s normal operations and performance of original contracts are the Target Company’s responsibility; Seller is not liable for new post-Closing operating liabilities. Indemnity, confidentiality, dispute resolution and obligations that by nature survive continue after Closing or termination; recovery for the same loss is limited to actual loss. |
| 7. | General Provisions |
| 7.1. | This Agreement is governed by the laws of Ohio, except that mandatory matters of the Target Company’s equity transfer and internal governance are governed by the laws of its jurisdiction of organization. Disputes shall be submitted to a competent state court in Mahoning County or, where federal subject-matter jurisdiction exists, the United States District Court for the Northern District of Ohio. “Business Day” means a day when commercial banks in Ohio are generally open. |
| 7.2. | Nonpublic transaction information shall remain confidential, except for disclosure to necessary advisers, financing sources, right holders and authorities or to satisfy legal, regulatory or listing obligations. Notices shall be sent to the signature-page addresses or emails; email without bounce sent before 5:00 p.m. Ohio local time is deemed delivered that day, otherwise the next Business Day. |
| 7.3. | This Agreement together with the target company and shareholder materials, site plan, resource asset inventory, contract and liability schedules, Closing statement and Closing documents signed by both parties constitutes the entire agreement. Amendments require written signatures of Buyer and Seller. This Agreement may be executed in counterparts and electronically; specific equity or project interest instruments legally requiring notarization, witnessing, third-party consent or registration shall be completed separately. The Target Company shall execute a joinder confirmation prior to Closing, undertaking cooperation with due diligence and Closing; Seller and VAI continue to perform their obligations after the Target Company’s joinder. |
| 7.4. | The Chinese and English texts correspond clause by clause and constitute one agreement. In case of inconsistency, the English text prevails. Each signatory may sign either language version, and its signature binds it to this Agreement in both languages. |
Signature Page
Seller (holder(s) of 100% of the equity interests of the Target Company; if multiple, jointly and severally liable for Seller’s obligations):
Seller:
signature:
Name: __________
Date: __________
Buyer Valor Energy Inc.
Authorized signature:
Name and title:
Date: _______
Notice address:
Notice email:
5Escrow Agent Acceptance
The undersigned accepts and shall perform the custody, transfer and refund obligations under Sections 4.2, 4.3, 4.4 and the escrow-related general provisions, signing solely as Escrow Agent.
Escrow Agent name: _______
Authorized signature: ________
Name and title: _______
Escrow account information: _______
Date: __________
Notice address and email: [To be completed: address and email]
Target Company Joinder Confirmation
Target Company name: Glorious Star, LLC. The Company confirms its joinder to this Agreement and undertakes the cooperation obligations under Section 7.3.
Authorized signature:
Name and title: _______
Date: _______
Notice address and email: _______
Designated Acquiring Subsidiary Assumption Confirmation (if applicable)
Name and jurisdiction: _______; the Company accepts VAI’s designation and assumes the acquisition and payment obligations applicable to it under Section 1.2.
Authorized signature: __________
Name and title: _______
Date: _______________
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