Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): September 10, 2024

   

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)


Nevada	001-39187	87-0449945
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10624 S. Eastern Ave. Suite A - 638
Henderson, Nevada		89052
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (702) 989-7692

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CLSK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Tennessee Acquisitions

On September 10, 2024, CleanSpark, Inc., a Nevada corporation (the “Company”), through its wholly-owned subsidiary, CleanSpark TN, LLC (the “MIPA Buyer”) entered into definitive agreements with Exponential Digital, LLC (the “MIPA Seller”) to acquire seven bitcoin mining operating entities (the “Acquired Entities”), and the assumption of the underlying real property leases and power agreements, located in Tennessee totaling 85 megawatts for a total purchase price of $25,000,000, priced as follows:

Jellico, TN and West Crossville, TN: 25 megawatts, $7,300,000

Campbell Junction, TN and Decatur, TN: 20megawatts, $5,900,000

Winfield, TN; Oneida, TN; and Tazewell, TN: 40 megawatts, $11,800,000

The MIPA Buyer entered into the following agreements with the MIPA Seller for the acquisitions: (i) a Membership Interest Purchase Agreement (the “First MIPA”) pursuant to which the MIPA Buyer agreed to purchase one hundred percent (100%) of the membership interests in Jellico Technologies LLC and West Crossville Technologies LLC from the MIPA Seller; (ii) a Membership Interest Purchase Agreement (the “Second MIPA”) pursuant to which the MIPA Buyer agreed to purchase one hundred percent (100%) of the membership interests in Campbell Junction Technologies LLC and Decatur Technologies LLC from the MIPA Seller; and (iii) a Membership Interest Purchase Agreement (the “Third MIPA” and, together with the First MIPA and Second MIPA, the “TN MIPAs”) pursuant to which the MIPA Buyer agreed to purchase one hundred percent (100%) of the membership interests in Oneida Technologies LLC, Winfield Technologies LLC, and Tazewell Technologies LLC from the MIPA Seller.

Under the terms of the TN MIPAs, the MIPA Buyer will pay the MIPA Seller the respective consideration under each TN MIPA described above (less an aggregate holdback amount of $1,250,000, subject to adjustment as set forth in the TN MIPAs) at the respective closing of the transactions contemplated by each of the TN MIPAs (the “MIPA Closings”). The MIPA Closings are subject to satisfaction or waiver of certain customary mutual closing conditions.

Also on September 10, 2024, CSRE Properties Tennessee, LLC (the “RE Buyer”), a wholly-owned subsidiary of the Company, entered into a Real Estate Purchase and Sale Agreement (the “RE PSA” and, together with the TN MIPAs, the “TN Agreements”) with US Farms & Mining, Inc., a Texas corporation (the “RE Seller” and, together with the MIPA Seller, the “TN Sellers”), pursuant to which the RE Buyer agreed to purchase from the RE Seller approximately 21 acres of real property (the “TN Properties”) located in the State of Tennessee and currently leased by the MIPA Seller for purposes of conducting operations of four of the Acquired Entities and purchase from the RE Seller all improvements, fixtures and personal property situated on the TN Properties.

Under the terms of the RE PSA, the RE Buyer will pay the RE Seller an aggregate consideration of $2,500,000 at the closing of the transactions contemplated by the RE PSA (the “RE Closing”). The RE Closing is subject to satisfaction or waiver of certain customary mutual closing conditions.

The foregoing description of the TN Agreements and the transactions contemplated thereby do not purport to be complete and is qualified in its entirety by reference to the full text of the TN Agreements, copies of which are attached hereto as Exhibit 10.1 through 10.4, and incorporated herein by reference

Item 7.01 Regulation FD Disclosure.

On September 11, 2024, the Company issued a press release announcing the entry into the TN Agreements and the transactions contemplated thereby. A copy of this press release is attached as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description
10.1*	Membership Interest Purchase Agreement, dated September 10, 2024 by and between Exponential Digital, LLC and CleanSpark TN, LLC.
10.2*	Membership Interest Purchase Agreement, dated September 10, 2024 by and between Exponential Digital, LLC and CleanSpark TN, LLC.
10.3*	Membership Interest Purchase Agreement, dated September 10, 2024 by and between Exponential Digital, LLC and CleanSpark TN, LLC.
10.4*	Real Estate Purchase and Sale Agreement, dated September 10, 2024 by and between US Farms & Mining, Inc. and CSRE Properties Tennessee, LLC.
99.1	Press Release, dated as of September 11, 2024 (furnished herewith)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			CLEANSPARK, INC.

Date:	September 11, 2024	By:	/s/ Zachary Bradford
			Name: Zachary Bradford Title: Chief Executive Officer

EXECUTION VERSION

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”) dated effective as of September 10, 2024 (the “Effective Date”), by and between Exponential Digital LLC, a Delaware limited liability company (“Seller”) and CleanSpark TN, LLC, a Tennessee limited liability company (“Buyer”). Each of the Seller and the Buyer are referred to individually herein as a “Party” and collectively herein as the “Parties”.

RECITALS

WHEREAS, Seller owns all of the issued and outstanding membership interests (collectively, the “Membership Interests”) of Jellico Technologies LLC, a Tennessee limited liability company (“Jellico”) and West Crossville Technologies LLC, a Tennessee limited liability company (“Crossville” and together with Jellico, each a “Company” and collectively the “Companies”);

WHEREAS, Seller wishes to sell the Membership Interests to Buyer, and Buyer wishes to purchase the Membership Interests from Seller, subject to the terms and conditions of this Agreement; and

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

The terms defined in this Article I shall, for all purposes of this Agreement, have the following respective meanings (all terms used in this Agreement that are not defined in this Article I shall have the meanings as set forth elsewhere in this Agreement):

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Assignment” has the meaning set forth in Section 3.2(a)(i).

“Business” means the business of each Company of providing mining, hardware and hosting services for the bitcoin network and the owning of assets and taking of activities incidental thereto.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Tennessee are authorized or required by Law to be closed for business.

“Code” means the Internal Revenue Code of 1986, as amended.

“Complete Closing” means the closing of the transactions contemplated under this Agreement, the Real Estate Purchase Agreement, the Second MIPA and the Third MIPA.

“Confidential Information” means any and all data and information relating to any of the Companies, including, without limitation, information relating to any Company’s cryptocurrency mining facilities, its activities, business, or customers that (i) was disclosed to Seller or of which Seller became aware as a consequence of its ownership of, management or, or other involvement with any of the Companies; (ii) has value to any Company itself; and (iii) is not generally known outside of Seller. “Confidential Information” also includes, without limitation, the following types of information regarding, related to, or concerning the cryptocurrency mining facility: trade secrets; product lists and specifications; data; know how; formulae; compositions; processes; designs; sketches; graphs; drawings; samples; inventions and ideas; past, current and planned research and development; current and planned sales and marketing methods and processes; loyalty program information; customer lists, current and anticipated customer requirements; price lists and pricing policies; market studies (including analysis of new markets and locations); business plans; improvements; information and competitive strategies; historical financial statements; financial projections and budgets; historical and projected sales; capital spending budgets and plans; the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers; personnel training and related techniques and materials; purchasing methods and related techniques; information regarding competitors; and any and all notes, analysis, compilations, studies, summaries and other material prepared by or for Seller containing or based, in whole or in part, upon any information included in the foregoing. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Seller, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of Seller. In addition to data and information relating to the cryptocurrency mining facility, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to Seller by such third party, and that the Seller has a duty or obligation to keep confidential. This definition does not limit any definition of “confidential information” or any equivalent term under state or federal. law. “Confidential Information” does not include information that (i) has become generally known by and available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Buyer, and (ii) that is otherwise in the public domain or generally known in the crypto mining industry other than by violation of any confidentiality agreement or similar obligation.

“Contracts” means all contracts, purchasing orders and agreements, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Disclosure Schedules” means the Disclosure Schedules delivered by Seller concurrently with the execution and delivery of this Agreement.

“Encumbrance” means any charge, claim, preemptive right, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging Liability of whatever kind or nature (including Liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

“Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.

“Environmental Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

“Environmental Permit” means any Permit required for the Business under currently applicable Environmental Law.

“Excluded Liability” means any Liability of any Company arising from the Business or any business operation, activity, property or other asset conducted or owned by any Company prior to the Closing.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision to the extent such organization or authority has jurisdiction over the Company.

“Governmental Order” means any order, court opinion, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Materials” means any material, substance or chemical which are defined or regulated as toxic, dangerous, corrosive, flammable, infectious, radioactive, carcinogenic or otherwise hazardous or as a pollutant or contaminant under Environmental Laws.

“Holdback Amount” has the meaning set forth in Section 2.3(c).

“Indebtedness” of any Person means, without duplication, (i) the principal and accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement; (iii) all obligations of such Person under leases required to be capitalized in accordance with historical practices; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) all obligations of the type referred to in clauses (i) through (v) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Encumbrance on any property or asset of such Person (whether or not such obligation is assumed by such Person), and (viii) all obligations of Seller or any of the Companies under the Pipe Agreement.

“Indemnified Taxes” means (a) all Taxes of the Seller; (b) all Taxes of each Company, or relating to the Business of any Company, for all Pre-Closing Tax Periods; (c) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Company (or any predecessor of any Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; (d) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; (e) any withholding Taxes imposed in connection with the transactions contemplated by this Agreement; and (f) any Transfer Taxes which are the responsibility of Buyer pursuant to Section 7.4.

“Intellectual Property” means (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents and patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, trade names, domain names, social media handles or accounts, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (iii) all copyrights, and all applications, registrations, and renewals in connection therewith, (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, designs, drawings, specifications, technical data, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (v) all computer software, (vi) all database rights, (vii) all design rights and registered designs and all documentation and media constituting or describing any of the foregoing and all copies and tangible embodiments thereof (in whatever form or medium and whether or not any of the foregoing is registered), and (viii) all other proprietary rights, including all moral rights, pertaining to any product or service designed, manufactured, sold, distributed, marketed, used, performed, employed or exploited, and all rights

or forms of protection of a similar nature or having equivalent or similar effect to any of those which may subsist anywhere in the world, owned by or registered in the name of any Person or in which any Person has any rights, licenses or immunities.

“Knowledge of Seller” or “Seller’s Knowledge” means the actual knowledge of any director or officer after reasonable and due inquiry.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Leased Real Property” has the meaning set forth in Section 4.9(b).

“Leases” has the meaning set forth in Section 4.9(b).

“Lease Assignments” has the meaning set forth in Section 3.2(a)(ix).

“Liability” means the amount of any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“Losses” means losses, damages, Taxes, Liabilities, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder or under any other Transaction Document and the cost of pursuing any insurance providers.

“Material Adverse Effect” means any effect, change, event, or circumstance that, individually or together with any other effects, changes events, or circumstances, has or would reasonably be expected to have a material adverse impact on any Company individually, or the Companies in the aggregate, or their assets, operations, or condition of the Business of any Company in any manner, provided, however, that Material Adverse Effect shall not include any event, occurrence, fact or circumstance resulting from (i) the acts or omissions of Buyer, or (ii) changes generally affecting the economy, industry or financial markets generally applicable to the industries or the markets in which the Companies participate, provided, further, however, that any such event shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur only to the extent such event has a disproportionate effect on any Company individually, or the Companies in the aggregate, compared to other participants in the virtual currency industry in the United States.

“Membership Interests” has the meaning set forth in the Recitals.

“Ordinary Course of Business” means consistent with the past, lawful practice of the Business by the Companies and, in any event, in a manner no less than as necessary to ensure compliance with Law in all material respects.

association, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized equity securities, as applicable.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Pipe Agreement” means the Settlement and Release Agreement by and between Pipe Technologies, Inc. and PrimeBlock Mining LLC.

“Pods” has the meaning set forth in Section 2.3(d).

“Power Bills” has the meaning set forth in Section 2.3(b).

“Power Deposits” has the meaning set forth in Section 4.21.

“Power Requirement” has the meaning set forth in Section 4.21.

“Power Usage” has the meaning set forth in Section 2.3(b).

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on the Closing Date.

“Real Estate Purchase Agreement” means that certain Real Estate Purchase and Sale Agreement dated the date hereof, by and between US Farms & Mining, Inc. and Buyer or its Affiliate pursuant to which Buyer or its Affiliate acquires from US Farms & Mining, Inc. certain real property and related interests.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Second MIPA” means the Membership Interest Purchase Agreements entered into between Buyer and Seller as of the date hereof transferring the membership interests of each of Decatur Technologies LLC, a Tennessee limited liability company, and Campbell Junction Technologies LLC, a Tennessee limited liability company.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxes” means (a) all U.S. federal, state, local, or foreign. income, franchise, profits or gross receipts, ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, unclaimed or abandoned property liability or obligation (whether delineated as a tax), escheat liability or obligation (whether delineated as a tax), capital stock, capital, alternative minimum, license, registration, branch, payroll, estimated, withholding, employment, excise, severance, privilege, stamp, occupation, premium, windfall profits, environmental, social security (or similar), unemployment compensation, disability, transfer, gains and any other taxes (and any levies, fees, imposts, duties, governmental charges, assessments, obligations or tariffs in the nature of a tax) of any kind whatsoever, together with any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto; and any interest in respect of such additions or penalties and (b) any liability for the payment of any items described in clause (a) above as a result of being (or ceasing to be) a member of an affiliated, consolidated, combined, unitary, or other group for Tax purposes (or being included (or being required to be included) in any Tax Return related to such group), as a transferee or successor, by Contract, pursuant to any Law or otherwise.

“Third MIPA” means the Membership Interest Purchase Agreement entered into between Buyer and Seller as of the date hereof transferring the membership interests of each of Winfield Technologies LLC, a Tennessee limited liability company, Oneida Technologies LLC, a Tennessee limited liability company, and Tazewell Technologies LLC, a Tennessee limited liability company.

“Total Purchase Price” means $25,000,000, which is the cumulative purchase price under this Agreement, the Second MIPA and the Third MIPA.

“Transaction Documents” means this Agreement, the Real Estate Purchase Agreement, the Second MIPA, the Third MIPA, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing.

“Transaction Fees” means, without duplication, the following unpaid fees, expenses and other similar amounts that have been or are expected to be incurred on or prior to the Closing Date on behalf of the Seller or Buyer: (i) the fees and disbursements of, or other similar amounts charged by, counsel to the Seller or Buyer, as applicable; (ii) the reasonable fees and expenses of, or other similar amounts charged by, any accountants, agents, financial advisors, consultants and experts employed by the Seller or the Buyer, as applicable; and (iii) all other costs or other expenses incurred by the Seller or Buyer, as applicable, in connection with or as a result of the transactions contemplated by this Agreement.

“Treasury Regulations” means the regulations promulgated under the Code, as amended and in effect from time to time.

ARTICLE II
PURCHASE AND SALE

Section 2.1

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the Membership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.2 below.

Section 2.2

Purchase Price. The aggregate Purchase Price for the Membership Interests shall be Seven Million Three Hundred Thousand Dollars and 00/100 ($7,300,000.00) (the “Purchase Price”), which shall be payable in accordance with Section 2.3 below.

Section 2.3

Payment of the Purchase Price; Power Deposits, Additional Consideration and Right to Setoff.

(a)

At the Closing, Buyer shall pay, or shall cause to be paid, Six Million Nine Hundred Thirty-Five Thousand Dollars and 00/100 ($6,935,000.00) (the “Closing Payment”), in cash by wire transfer of immediately available funds to a United States bank account designated in writing by Seller.

(b)

Within ten (10) Business Days of receipt of each power bill under a Power Agreement pertaining to each Leased Real Property covering the month in which the Closing occurs (each, a “Power Bill” and collectively, the “Power Bills”), Buyer shall pay to Seller an amount equal to (1) the Power Deposit for the applicable Leased Real Property, minus (2) the portion of such Power Bill covering the power utilized by Seller at such Leased Real Property for the period prior to Closing (the “Power Usage”), minus (3) entitled to be set off pursuant to Section 9.7(b) of this Agreement. In the event that the Power Usage is not ascertainable from the face of any such Power Bill, then the Power Usage for such Power Bill will be determined on a pro rata basis where Seller is responsible for the portion of the Power Bill equal to the number of days in the month prior to the Closing Date divided by the number of days in the month in which the Closing occurs.

(c)

On the date that is sixty (60) days following the Closing, Buyer shall pay or cause to be paid the remaining Three Hundred Sixty-Five Thousand and 00/100 Dollars ($365,000.00) of the Purchase Price (the “Holdback Amount”), subject to adjustment as set forth herein, in cash by wire transfer of immediately available funds to a United States bank account designated in writing by Seller. The Holdback Amount payable to Seller shall be reduced by $100,000 per day (the “Holdover Fee”) to the extent that any of the Leased Real Property under this Agreement, the Second MIPA or the Third MIPA is not fully vacant and available for occupancy by Buyer on September 25, 2024 due solely to the continued occupancy of Seller or the continued occupancy of any Person party to any hosting agreement or any similar arrangement with any Company or Seller. For example, if Buyer is not able to occupy one or more sites until October 1, 2024, then the Holdover Fee shall be $600,000. Buyer shall be entitled in its sole discretion to retain the Holdover Fee from the Holdback Amount and/or from any other amounts withheld under the Second MIPA or the Third MIPA.

(d)

As additional consideration, promptly following the date of the Complete Closing, Buyer shall transfer to Seller pursuant to the terms of a Bill of Sale, the mining data center containers set forth on Schedule 2.3 (the “Pods”). Notwithstanding the foregoing, Buyer shall have the right to offset the obligation to transfer the Pods against any Losses incurred by Buyer

pursuant to any of the Transaction Documents. For purposes of such offset right, each Pod shall be valued at $350,000.

(e)

Pursuant to Section 9.7(b) of this Agreement, Buyer shall have the right in its sole discretion to satisfy all or any part of any claim for Losses by setting off such Losses against the Pods, the Holdback Amount or the Power Deposits.

Section 2.4

Withholding Taxes. Notwithstanding anything to the contrary herein, Buyer shall be entitled to deduct and withhold from the Purchase Price or any other amounts payable under this Agreement such amounts that Buyer may be required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable Law. All such deducted or withheld amounts shall be treated as having been paid to Seller hereunder.

Section 2.5

Intended Tax Treatment; Purchase Price Allocation.

(a)

The Buyer and Seller intend that the purchase of the Membership Interests shall be treated for U.S federal (an applicable state and local) income Tax purposes, as a purchase and sale of the assets of the Companies.

(b)

The Buyer and Seller will allocate the Purchase Price and other items properly taken into account for U.S. federal income tax purposes among the assets of the Companies in accordance with the principles set forth in Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). Buyer will prepare the Allocation within 120 days following the Closing and provide a copy of such Allocation to Seller promptly thereafter for Seller’s review and comment. Within 30 days after its receipt of Buyer’s proposed Allocation, Seller may propose to Buyer any comments thereto. If Seller does not provide Buyer with any proposed changes to the Allocation within such 30-day period, the Allocation shall become final and binding on the parties. If Seller proposes comments to Buyer’s proposed Allocation within such 30-day period, then the parties shall act in good faith to address and resolve any such comments within 30 days of receipt of Seller’s proposed changes. If the parties resolve all such disputed items, then Buyer shall furnish Seller with a final Allocation consistent with such agreed-upon resolution as soon as practicable. If the parties do not resolve any disputed item, the item in question shall be resolved promptly by an impartial nationally recognized firm of independent certified public accountants (other than Seller’s accountants or Buyer’s accountants) that is mutually selected by Buyer and Seller in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, which resolution shall be final and binding on the parties. The costs of the independent accountants shall be borne equally by Buyer and Seller. In case of any adjustment to the Purchase Price (or any other item of consideration for federal income Tax purposes) requiring an amendment to the Allocation, the parties will amend the Allocation in accordance with the principles set forth in Section 1060 of the Code and the Treasury Regulations thereunder. The parties agree that they shall file and shall cause their Affiliates to file their Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation as finally determined under this Section 2.5(b), and no party shall voluntarily take a position, inconsistent with such Allocation on any Tax Return, in any refund claim, in any proceeding or otherwise with respect to Taxes or Tax Returns, unless required to do so pursuant to a “determination” (as defined in Section 1313(a) of the Code or any comparable or similar election under applicable state, local, foreign or other Law); provided, however, that no party shall be unreasonably impeded in its ability

and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Allocation. If there is an increase or decrease in the consideration within the meaning of Treasury Regulations Section 1.1060-1(e)(1)(ii)(B) after the parties have filed the IRS Form 8594, the parties shall revise the Allocation in a manner consistent with Section 1060 of the Code, the Treasury Regulations thereunder and such revised allocation shall become the final Allocation for purposes of this Agreement.

ARTICLE III

CLOSING

Section 3.1

Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place via fax, .pdf or other electronic transmission of signature pages and other deliveries at the Closing, on the later of (a) the date that is three (3) business days after the conditions set forth in Article VI that are required to be satisfied prior to Closing have been satisfied or waived (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), and (b) such other date and time as to which Buyer and Seller agree in writing. The date of the Closing is referred to herein as the “Closing Date” and is scheduled for September 16, 2024. The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. Eastern Time on the Closing Date.

Section 3.2

Closing Deliveries. At Closing, the respective Parties shall take the following actions:

(a)

Documents to be Provided by Seller: Seller agrees to (or to cause the Companies to, as applicable) deliver the following documents to Buyer, in the form and substance reasonably satisfactory to Buyer, duly executed as appropriate:

(i)

Assignment. An assignment agreement, duly executed by Seller, transferring the Membership Interests from Seller to Buyer, in form and substance satisfactory to Buyer (the “Assignment”);

(ii)

Transaction Documents. All other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller or any Company at or prior to the Closing pursuant to this Agreement;

(iii)

Good Standing Certificate. A good standing certificate of each Company from its jurisdiction of organization dated as of a recent date prior to Closing;

(iv)

Secretary’s Certificate. A certificate of the Secretary (or equivalent officer) of Seller and each Company certifying as to (A) the resolutions of the manager and members of each such Company, which authorize the execution, delivery, and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (B) the authenticity of attached copies of the Organizational Documents of each such Company;

(v)

substance reasonably satisfactory to Buyer, that are necessary or appropriate to evidence the release of all Encumbrances on the Assets or the assets of any Company;

(vi)

PIPE Release. Release of all liens and obligations under the Pipe Agreement relating to the Companies;

(vii)

FIRPTA Certificate. A non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, duly executed by Seller and in form and substance reasonably satisfactory to Buyer;

(viii)

Resignations. Written resignations for all managers, officers and directors or other persons serving as a managerial official of each of the Companies, effective as of the Closing, in form acceptable to the Buyer;

(ix)

Lease Assignments. Assignment of the Leases from Seller to each Company, as applicable (the “Lease Assignments”);

(x)

Required Consents. The consents set forth on Schedule 3.2(a)(x);

(xi)

Assignment of Assets. Evidence reasonably satisfactory to Buyer in its sole discretion that as of the Closing Date all of the Assets have been transferred from Seller to each Company, as applicable;

(xii)

Power Deposits. Evidence reasonably satisfactory to Buyer in its sole discretion that as of the Closing Date all of the Power Deposits remain with the applicable power company and such deposits are fully available in accordance with the terms contained in the Power Agreements;

(xiii)

Corporate Record Book. The corporate record book of each of the Companies, including true and complete copies of the Organizational Documents of each of the Companies, including any amendments or restatements thereof; and

(xiv)

Other Documents. Such other documents as Buyer may reasonably request, from time to time, to conclude and carry out the sale, conveyance, transfer and assignment of Seller’s rights in and to the Membership Interests and to conclude the other transactions contemplated under this Agreement.

(b)

Documents to be Provided by Buyer: Buyer agrees to deliver the following documents, in the form and substance reasonably satisfactory to Seller, duly executed as appropriate:

(i)

Payment of Purchase Price. The Purchase Price in the amount and form as required by Section 2.3 above; and

(ii)

Transaction Documents. All other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER
CONCERNING THE COMPANIES

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller represents and warrants to Buyer as follows:

Section 4.1

Authority of Seller. Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms except to the extent that enforceability may be limited by applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium or other similar Laws relating to creditors’ rights generally, and general equitable principles whether considered in a proceeding at law or in equity (collectively, the “Enforceability Exceptions”). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions.

Section 4.2

Organization, Authority and Qualification of Companies. Each of the Companies is a Tennessee limited liability company duly organized, validly existing and in good standing under the Laws of the State of Tennessee and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as currently conducted. Each of the Companies is duly licensed or qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction under which such licensing or qualification is necessary. All limited liability company actions taken by each of the Companies in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. Section 4.2 of the Disclosure Schedules lists the board of directors, managers, and officers, as the case may be, of each of the Companies. Seller has made available to Buyer copies of all Organizational Documents, the minute book, and equity record books for each of the Companies, each of which is correct and complete in all material respects. None of the Companies is in default under or in violation of any provision of its Organizational Documents in any material respect.

Section 4.3

Capitalization

(a)

Seller is the record and beneficial owner of and has good and valid title to the Membership Interests, free and clear of all Encumbrances. The Membership Interests constitute 100% of the total issued and outstanding membership interests of each Company. The Membership Interests have been duly authorized and are validly issued, fully-paid, and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Membership Interests, free and clear of all Encumbrances.

(b)

The Membership Interests were issued in compliance with applicable Laws. The Membership Interests were not issued in violation of any Organizational Documents of any of the Companies or any other agreement, understanding, arrangement, or commitment to which Seller or any of the Companies is a party and are not subject to or in violation of any preemptive or similar rights of any Person.

(c)

There are no authorized or outstanding (i) subscriptions, options, warrants, calls, rights of first refusal or other rights of any character to acquire equity or debt interests from any of the Companies or Seller or any phantom equity, equity appreciation rights or other contract rights intended to provide an economic return based on changes in the value of any debt or equity securities of any of the Companies or Seller, (ii) rights or Contracts to which any of the Companies or Seller is a party requiring, or convertible securities of any of the Companies or Seller outstanding which upon conversion would require, the issuance of any equity interests of any of the Companies or Seller or other securities convertible into equity interests of any of the Companies or Seller, or (iii) contract rights or options pursuant to which any of the Companies or Seller is required to or have the right to redeem, purchase or otherwise reacquire any equity securities, or other instrument convertible or exercisable into equity securities, of any of the Companies or Seller. There are no Contracts to which any of the Companies or Seller is a party with respect to: (x) the voting of any equity of any of the Companies or Seller (including any buy-sell agreement, preemptive right, voting trust or agreement, equityholders agreement, proxy or director or manager nomination rights); (y) the transfer of or transfer restrictions on any equity interests of any of the Companies or Seller; or (z) the granting of any other rights in respect of any equity interests of any of the Companies or Seller (e.g., equity appreciation rights).

Section 4.4

No Subsidiaries; No Other Arrangements. None of the Companies has any subsidiaries and does not own or hold the right to acquire or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity. None of the Companies is a participant in any joint venture, partnership, limited liability company or similar arrangement.

Section 4.5

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of the Seller or any of the Companies; (b) conflict with or result in a violation or breach in any respect of any provision of any Law or Governmental Order applicable to Seller or any of the Companies; (c) except as set forth in Section 4.5(c) of the Disclosure Schedule, require the consent, notice or other action by any Person under any Contract to which Seller or any of the Companies is a party; or (d) result in the creation or imposition of any Encumbrance on any properties or assets of any of the Companies. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any of the Companies in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. Neither Seller nor any of the Companies has received any written or oral notice from any Governmental Authority or any other Person indicating that such Governmental Authority or Person, as applicable, would oppose or not promptly grant or issue its consent or

approval, if requested and required, with respect to this Agreement and the Transaction Documents or any of the transactions contemplated hereunder or thereunder.

Section 4.6

Contracts. Section 4.6 of the Disclosure Schedules sets forth each Contract to which each Company is a party (collectively, the “Assumed Contracts” and, individually, an “Assumed Contract”). Each Assumed Contract is in full force and effect and is a legal, valid and binding obligation such Company enforceable in accordance with its terms (and will continue to be in full force and effect following the consummation of the transactions contemplated hereby). None of the Companies nor, to Knowledge of Seller, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), any Assumed Contract. There has not been any notice or threat to terminate any Assumed Contract. No event has occurred which (with or without notice or lapse of time or both) constitutes a breach or default in any material respect of, or permits termination, modification or acceleration of payment or requires any payment under, any Assumed Contract. Correct and complete copies of (i) each Assumed Contract, (ii) all material correspondence related to the Assumed Contracts, and (iii) all material documents relating to the Assumed Contracts, all licenses have been made available to Buyer.

Section 4.7

Undisclosed Liabilities. As of the Closing Date each Company will have no Indebtedness or other Liabilities.

Section 4.8

Assets.

(a)

Section 4.8 of the Disclosure Schedules sets forth a list of all of the assets of each Company, including furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property and other assets used in the Business (collectively, the “Assets”). Each Company is in possession of and has good and valid title to, or, as applicable, a valid and existing leasehold interest in or license to such Assets. Such Assets (i) are free and clear of all Encumbrances; and (ii) include all the tangible and intangible assets and rights required for the operation of the Business as currently conducted by each Company. During the past two (2) years, there has not been any significant interruption of the Business due to inadequate maintenance or obsolescence of such properties and assets (including leasehold interests). There are no assets of any kind or nature whatsoever used in the Business that will not be owned or available for use by the Companies immediately after the Closing on the same terms as the date of this Agreement.

(b)

The Assets are in good operating condition and repair (including with respect to the performance of reasonable preventative maintenance), are free of defects that affect their current use by the Companies in the conduct of their normal operations as is currently being conducted, and are adequate for the uses to which they are being put, and none of the Assets are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

(c)

No Person other than the Companies owns, licenses, or leases any equipment or other tangible assets or properties used in or necessary to the operation of the Business.

Section 4.9

Real Property.

(a)

No Company owns any real property.

(b)

Section 4.9 of the Disclosure Schedules sets forth each parcel of real property leased by each Company and used in the conduct of the Business as currently conducted (together with all rights, title and interest of each Company in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which any of the Companies holds any Leased Real Property (collectively, the “Leases”). Each Lease is valid, binding, enforceable and in full force and effect and the applicable Company enjoys peaceful and undisturbed possession of the Leased Real Property.

(c)

To the Knowledge of Seller, neither the whole nor any portion of the Leased Real Property has been condemned, requisitioned, expropriated or otherwise taken by any Governmental Authority and, to such condemnation, requisition, expropriation or taking is threatened or contemplated. There are no pending or, to the Knowledge of Seller, threatened changes to any applicable codes or zoning requirements affecting or against all, any portion of or adjacent to the Leased Real Property. To the Knowledge of Seller, there are no (i) public improvements which have been ordered, commenced or completed and for which an assessment may be levied against the Leased Real Property, or (ii) planned improvements which may result in any assessment against the Leased Real Property, in either case which would be the obligation Company. To the Knowledge of Seller, there is no Encumbrance Leased Real Property that would impair the current use occupancy of such Leased Real Property by Buyer or any Company. To the Knowledge of Seller, all buildings, structures, fixtures, and appurtenances comprising part of the Leased Real Property were constructed or installed in accordance with all Laws, are structurally sound and in good condition and repair (normal wear and tear excepted), and do not encroach on any property owned by any other Person, and there are no violations of any Law affecting any portion of the Leased Real Property, including violations of any Laws regulating building, zoning, fire, safety, environmental, traffic, flood control or health, and no notice of any such violation issued by any Governmental Authority.

(d)

To the Knowledge of Seller, all improvements to the Leased Real Property (including mechanical, electrical and plumbing systems serving such improvements) are in good condition and repair (normal wear and tear excepted), and such improvements are free from structural defects. Except as set forth on Section 4.9(d) of the Disclosure Schedules, there are no continuing maintenance, repair or capital improvement obligations with respect Leased Real Property. There are no improvements or additions that are required to be removed by the lessee upon termination of any lease or sublease relating to the Leased Real Property and there are no damages, conditions or repairs that the lessee would be obligated to repair, restore or remediate upon termination of such lease or sublease. Seller has obtained all agreements or other rights from any other Person necessary to permit the lawful use and operation of the facilities located on the Leased Real Property or any driveways, roads and other means of egress and ingress to and from the Leased Real Property, and each such agreement or other right is in full force and effect. There is no pending or, to the Knowledge of Seller, threatened Action which could result in the modification or cancellation of such agreements or rights.

(e)

To the Knowledge of Seller, there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease the Leased Real Property or any portion thereof

or interest therein. The Leased Real Property is not shared by any Company, on the one hand, and any other Person, on the other hand, or used for any business other than the Business of the applicable Company. Seller has the right to quiet enjoyment of all of the Leased Real Property. There has been no disturbance of, or challenge to, Seller’s quiet possession of any Leased Real Property for the full term of any applicable lease and any renewal option related thereto.

(f)

To the Knowledge of Seller, (i) no portion of the Leased Real Property is located within a flood hazard area; (ii) no portion of the Leased Real Property constitutes wetlands; and (iii) no contaminants or other impurities which would violate any standards set by any Governmental Authority are present at the Leased Real Property.

(g)

To the Knowledge of Seller, no impact fees have been imposed, assessed or levied against the Leased Real Property; no impact fees are contemplated by any Governmental Authority to be imposed, assessed or levied against the Leased Real Property and any impact fees imposed, assessed or levied upon the Leased Real Property have been paid in full.

Section 4.10

Legal Proceedings; Governmental Orders; Contracts.

(a)

There are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller or any of the Companies: (a) relating to or affecting the Membership Interests, any of the Companies or their business or assets; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement or any Transaction Document. No Company has been a claimant or defendant in, or otherwise a party, any Action in the last three (3) years.

(b)

There are no outstanding Governmental Orders against, relating to or affecting any of the Companies, their Business or their Assets.

Section 4.11

Compliance with Laws; Permits.

(a)

Each of the Companies has complied in all material respects, and is now complying in all material respects, with all Laws applicable to it, the Business or the Assets.

(b)

Neither Seller nor any of the Companies has received any written communication from any Governmental Authority or other Person that remains unresolved as of the Effective Date that alleges that any of the Companies is not in material compliance with any Laws. All material Permits are in good standing, valid and in full force and effect.

Section 4.12

Environmental Matters. Neither Seller nor any of the Companies has received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.

Section 4.13

Taxes.

(a)

Each Company is currently treated as a “disregarded entity” for U.S. federal income Tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1)(ii) and no election has been made (or is pending) to change such treatment.

(b)

All Tax Returns required to be filed on or before the Closing Date by any of the Companies have been, or will be, timely filed. Such Tax Returns are true, complete and correct in all respects. All Taxes due and owing by any of the Companies (whether or not shown on any Tax Return) have been timely paid. No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of any of the Companies. Seller has delivered to Buyer copies of all Tax Returns and examination reports of all of the Companies and statements of deficiencies assessed against, or agreed to by, any of the Companies, for all Tax periods.

(c)

Each Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, member or other party, and complied in all material respects with all information reporting and backup withholding provisions of applicable Law.

(d)

To the Knowledge of Seller, no written or oral claim has been made by any taxing authority in any jurisdiction where any of the Companies does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction.

(e)

All deficiencies asserted, or assessments made, against any of the Companies as a result of any examinations by any taxing authority have been, or will be, fully paid or resolved. No Company is a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.

(f)

There are no Encumbrances for Taxes upon the assets of any of the Companies.

(g)

No Company is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.

(h)

No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to any of the Companies.

(i)

No Company has been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. No Company has any Liability for Taxes of any Person (other than such Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise.

(j)

(iii) any prepaid amounts received or paid on or prior to the Closing Date or deferred revenue realized on or prior to the Closing Date; (iv) a change in method of accounting with respect to a Pre-Closing Tax Period (or an impermissible method used in a Pre-Closing Tax Period); or (v) a Contract entered into with any Governmental Authority (including a “closing agreement” under Section 7121 of the Code or any “gain recognition agreement” entered into under Section 367 of the Code) on or prior to the Closing relating to Tax matters. No Company has any “long-term contracts” that are subject to a method of accounting provided for in Section 460 of the Code or has any deferred income pursuant to IRS Revenue Procedure 2004-34, Treasury Regulation Section 1.451-5, Section 455 of the Code, or Section 456 of the Code (or any corresponding provision of state or local Law).

(k)

No Company has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code occurring during the two (2) year period ending on the date of this Agreement.

(l)

Each Company is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

(m)

Each Company is not (and never has been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code) a “United States real property holding corporation” and does not own any “United States real property interests”, each within the meaning of Section 897(c) of the Code.

(n)

Each Company has been a resident in its applicable country of organization for Tax purposes and has not had a permanent establishment outside the United States or been treated as a resident of or as engaging in a trade or business in any other country for income Tax purposes.

(o)

No Company has requested or received “employee retention credits” under Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act of 2020.

Section 4.14

Books and Records. The books and records of each of the Companies are complete and correct in all material respects and have been maintained in accordance with past practice.

Section 4.15

Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Seller or any of the Companies.

Section 4.16

Employees. Each of the Companies does not have and has never had any employees.

Section 4.17

[Reserved].

Section 4.18

Guaranties. No Company is a guarantor or otherwise liable for any Liability (including Indebtedness) of any other Person. Neither Seller nor any Affiliate of Seller

is a guarantor or otherwise liable for any Liability (including Indebtedness) or Contract of any of the Companies.

Section 4.19

Intellectual Property. No Company owns, licenses or uses any Intellectual Property.

Section 4.20

Bank Accounts. No Company owns or otherwise maintains any deposit, securities or intermediary accounts of any nature.

Section 4.21

Power Agreements. The agreements set forth on Section 4.21 of the Disclosure Schedules (the “Power Agreements”) provide for an aggregate of 25 megawatts of power that is available to the Leased Real Property (the “Power Requirement”). Section 4.21 of the Disclosure Schedules sets forth the megawatts of power available at each Leased Real Property location. There is sufficient infrastructure in place at the Leased Real Property to support delivery of 25 megawatts of power to the Leased Real Property. Section 4.21 of the Disclosure Schedules includes a list of deposits paid by each Company under each Power Agreement (the “Power Deposits”). All of the infrastructure, equipment and power access necessary for utilizing the 25 megawatts of power at the Leased Real Property for bitcoin mining is present and in good working condition.

Section 4.22

Insurance. Section 4.22 of the Disclosure Schedules sets forth a true and complete list of all current policies, binders, other insurance arrangements or Contracts for the transfer or sharing of insurance risks of fire, Liability, product Liability, umbrella Liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ Liability, fiduciary Liability and other casualty and property insurance maintained by each Company or relating to the assets, business, operations, employees, officers or directors of any Company (collectively, the “Insurance Policies”), including the amounts of such insurance and annual premiums with respect thereto. All Insurance Policies (i) are in full force and effect, were in full force and effect during the periods of time that such Insurance Policies purported to be in effect, and shall remain in full force and effect following the consummation of the transactions contemplated hereby and (ii) all premiums due under the Insurance Policies have been timely paid. The Insurance Policies in effect as of the date of this Agreement include mandated coverage under all Laws as required in any jurisdiction where any of the Companies is conducting any aspect of the Business. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based Liability on the part of any Company. No Company has received any notice of cancellation or intent to cancel any of the Insurance Policies. There are no claims or Actions related to the Business pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. No Company is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy.

Section 4.23

identified on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control, Department of the Treasury, or on any other similar list maintained by the Office of Foreign Assets Control, Department of Treasury pursuant to any authorizing statute, executive order or regulation; and (b) is not a Person with whom a citizen of the United States or United States entity is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States Law or executive order of the President of the United States.

Section 4.24

No Illegal Payments. Each Company and each director, officer, employee and agent of any Company is in compliance with: (a) applicable Laws relating to illegal payments and bribes; and (b) applicable Laws relating to illegal political contributions, including all requirements of the United States Foreign Corrupt Practices Act of 1977, and the regulations thereunder, as amended from time to time. Without limiting the generality of the foregoing, no Company nor any of their officers, employees or Representatives has corruptly or otherwise offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value to: (i) any government or similar official for purposes of (A) (1) influencing any act or decision of such official in his or her official capacity, (2) inducing such official to do or omit to do any act in violation of the lawful duty of such official, or (3) securing any improper advantage; or (B) inducing such official to use his or her influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority, in order to assist any Company in obtaining or retaining business for or with, or directing business to, any Person or; (ii) any political party or official thereof or any candidate for political office for purposes of (A) (1) influencing any act or decision of such party, official, or candidate in its or his or her official capacity, (2) inducing such party, official, or candidate to do or omit to do an act in violation of the lawful duty of such party, official, or candidate, or (3) securing any improper advantage; or (B) inducing such party, official, or candidate to use its or his or her influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority in order to assist any Company in obtaining or retaining business for or with, or directing business to, any Person; or (iii) any Person, while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any official, to any political party or official thereof, or to any candidate for political office, for purposes of (A) (1) influencing any act or decision of such official, political party, party official, or candidate in his or her or its official capacity, (2) inducing such official, political party, party official, or candidate to do or omit to do any act in violation of the lawful duty of such official, political party, party official, or candidate, or (3) securing any improper advantage; or (B) inducing such official, political party, party official, or candidate to use his or her or its influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority, in order to assist any Company in obtaining or retaining business for or with, or directing business to, any Person. There have been no false or fictitious entries made in the books or records of any Company relating to any offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment, and no Company has established or maintained a secret or unrecorded fund. Each Company is in compliance with the United States Foreign Corrupt Practices Act of 1977, and the regulations thereunder, as amended from time to time. Each Company is in strict compliance with all applicable rules, terms, conditions and guidelines established by any acquiring banks, payment gateways, payment software providers, merchant service providers and/or other service providers

or financial institutions utilized by each Company for payment processing activities, and no fact or circumstance is currently outstanding that would reasonably be expected to make any Company cease to be in such compliance.

Section 4.25

Anti-Money Laundering. The operations of each Company are and have been, conducted in compliance with all anti-money laundering Laws, rules and regulations to which each Company is subject (collectively, “Money Laundering Laws”) and no investigation, action, suit or proceeding before any Governmental Authority involving any Company with respect to Money Laundering Laws is pending and, to the Knowledge of the Seller, no such actions, suits or proceedings are threatened.

Section 4.26 No Other Representations and Warranties. Except in the case of fraud or as otherwise expressly set forth in this Article IV, Seller expressly disclaims any representations or warranties of any kind or nature, express or implied, including any representations or warranties as to the Seller, its respective businesses and affairs or the transactions contemplated by this Agreement. Except as otherwise expressly set forth in this Article IV, neither Seller nor any of its respective Affiliates, employees, officers, directors or members, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business and affairs of the Seller that have been made available to Buyer, including in any presentation of the business and affairs of the Seller by the management of the Seller or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the transactions contemplated hereby.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 5.1

Authority. Buyer has full power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against the Buyer in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions.

Section 5.2

connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing.

Section 5.3

No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; (b) require the consent, notice or other action by any Person under any Contract to which Buyer is a party or (c) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority or any other Person by or with respect to Buyer in connection with the execution and delivery of this Agreement and the Transaction Documents to which Buyer is or will be a party, and the consummation of the transactions contemplated hereby and thereby.

Section 5.4

Section 5.5

No Other Representations and Warranties. Except as otherwise expressly set forth in this Article V, Buyer expressly disclaims any representations or warranties of any kind or nature, express or implied, including any representations or warranties as to the Buyer, its respective businesses and affairs or the transactions contemplated by this Agreement. Except as otherwise expressly set forth in this Article V, neither Buyer nor any of its respective Affiliates, employees, officers, directors or members, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business and affairs of the Buyer that have been made available to Seller, including in any presentation of the business and affairs of the Buyer by the management of the Buyer or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Seller in executing, delivering and performing this Agreement and the transactions contemplated hereby.

ARTICLE VI

COVENANTS

Section 6.1

Confidentiality.

(a)

Buyer is an Affiliate of a corporation listed on NASDAQ and subject to various rules and laws relating to disclosure. Neither Seller, nor any of its respective Affiliates, shall make any public announcement regarding this Agreement or the terms and conditions hereof or transactions contemplated hereby without prior written approval of Buyer. Nothing in this section prevents Buyer from making any discretionary press release nor Securities Exchange Commission filing in any form it believes is required by applicable Law.

(b)

Seller acknowledges and agrees that the protection of the Confidential Information relating to the Companies and their assets and business is necessary to protect and

preserve the value of the Companies. Therefore, Seller hereby agrees for a period of three (3) years after the Closing not to disclose to any unauthorized individual or entity or use for its own account or for the benefit of any third party any Confidential Information, whether or not such information is embodied in writing or other physical form, unless and to the extent that the Confidential Information loses its status as Confidential Information other than as a result of the fault of Seller or the fault of any other individual or entity bound by a duty of confidentiality to Buyer or Seller. Seller agrees to deliver to Buyer at the Closing, and at any other time Buyer may request, all electronic files, documents and other materials that contain any Confidential Information and any other Confidential Information that Seller may then possess or have under its control. Upon Buyer’s request, Seller will permanently delete or destroy, and/or confirm the permanent deletion or destruction of, any Confidential Information, except that Seller may retain a copy of Confidential Information solely as necessary for archival purposes to establish its rights and obligations under this Agreement or to investigate and defend any claims arising under it.

Section 6.2

Conduct of Business. Seller agrees that, from the date of this Agreement until the Closing Date, Seller shall conduct, and cause the Companies to conduct, the operation of the Companies in the Ordinary Course of Business and shall use its reasonable best efforts to preserve and maintain existing relations with employees, customers, distributors, vendors and other Persons with which any of the Companies has business relations. Seller shall not take, and shall cause the Companies not to take, any action outside of the Ordinary Course of Business.

Section 6.3

Access to Information Prior to the Closing. During the period from the date of this Agreement through the Closing Date, Seller shall give Buyer and its accountants, counsel and other representatives reasonable access during normal business hours to the offices, facilities, properties, employees, customers, vendors, distributors, books and records of Seller as Buyer may reasonably request. As part of such access, during the period from the date of this Agreement through the Closing Date, Buyer shall have the right to contact applicable third parties, including the landlords to the Leased Real Property and power companies party to the Power Agreements, with respect to the transactions contemplated by this Agreement.

Section 6.4

No Solicitation of Other Bids.

(a)

Seller shall not, and shall not authorize or permit any of its Affiliates or Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any of the Companies, any of their Affiliates, or any of the assets or property thereof; (y) the issuance or acquisition of the Membership Interests, or other equity interest or security of any of the Companies or any of their Affiliates; or (z) the sale,

lease, exchange or other disposition of the properties or assets of any of the Companies or their Affiliates, except in the Ordinary Course of Business.

(b)

Seller agrees that the rights and remedies for noncompliance with this Section 6.4 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

Section 6.5

Further Assurances. From and after the Closing Date, each of the Parties hereto shall cooperate with one another and their respective Affiliates, and shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the other Transaction Documents, and give effect to the transactions contemplated hereby and thereby. If any consent, approval, permit, license, or waiver of any third party necessary in connection with the transactions contemplated by this Agreement (including the execution of any other Transaction Documents) has not been obtained by the applicable Party prior to date hereof, then such Party will cooperate and make all commercially reasonable efforts to obtain such consent or waiver as soon as practicable following the date hereof.

ARTICLE VII
TAX MATTERS

Section 7.1

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Section 7.2

Cooperation on Tax Matters. The Parties shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes with respect to any of the Companies. Such cooperation shall include the retention and the provision of records and information that are reasonably relevant to any such Tax Returns, audit, litigation or other proceeding. Buyer shall use reasonable commercial efforts to retain all books and records with respect to Tax matters pertinent to any of the Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by any other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority. Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

Section 7.3

Tax Contests

(a)

If the Buyer or any of its Affiliates receives notice of a Tax audit, controversy or other proceeding relating to any of the Companies (“Tax Contest”) with respect to any taxable period ending on or prior to the Closing Date or the portion through the end of the Closing Date of any Straddle Period, then within ten (10) days after receipt of such notice, the Buyer shall notify the Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Tax Contest A failure by the Buyer to give such notice shall not affect Buyer’s right to indemnification hereunder except to the extent that the Seller is materially prejudiced thereby.

(b)

In the case of a Tax Contest that relates to a taxable period ending on or before the Closing Date, the Seller shall have the sole right, at its expense, to control the conduct of the Tax Contest. To the extent the Seller elects to control the Tax Contest, the Seller shall within fifteen (15) days of receipt of the notice of Tax Contest notify the Buyer in writing of its intent to do so, and the Buyer shall reasonably cooperate and shall cause the applicable Companies to reasonably cooperate in each phase of such Tax Contest. The Seller may not compromise, settle or resolve any such Tax Contest without obtaining the Buyer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). If the Seller elects not to control the Tax Contest, the Buyer shall assume control of such Tax Contest and Buyer shall not compromise, settle or resolve any Tax Contest without obtaining the Seller’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (such rights of the Seller, the “Seller’s Rights”). Additionally, in the case of a Tax Contest that relates to a Straddle Period (a “Straddle Period Contest”), the Buyer shall have the right to control such Straddle Period Contest subject to the Seller’s Rights.

Section 7.4

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, recording and other similar Taxes and fees (including any penalties and interest) that are imposed on any of the parties by any taxing authority in connection with the transactions contemplated by this Agreement (collectively, “Transfer Taxes”) and all expenses of filing Tax Returns with respect to such Taxes shall be borne by Seller. Seller and the Buyer shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with the provisions of all applicable Tax Laws in connection with the payment of such Transfer Taxes.

Section 7.5

Tax Sharing Agreements. All Tax sharing agreements or similar contractual obligations and all powers of attorney with respect to any of the Companies shall be terminated prior to the Closing and, after the Closing, none of the Companies shall be bound thereby or have any liability thereunder.

ARTICLE VIII
CONDITIONS PRECEDENT

Section 8.1

Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of all of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by Buyer:

(a)

Representations and Warranties of Seller. The representations and warranties of Seller set forth in this Agreement (i) shall be true and correct when made, and (ii) that are qualified as to Material Adverse Effect or as to materiality shall be true and correct in all respects and that are not so qualified shall be true and correct in all material respects, in each case as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date (except to the extent that such representations and warranties were made as of another date).

(b)

Performance of Obligations of Seller. Seller shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing.

(c)

Material Adverse Effect. Since the date hereof, no Material Adverse Effect shall have occurred.

(d)

Closing Certificate. Buyer shall have received at the Closing a certificate dated the Closing Date and validly executed by an executive officer of Seller to the effect that the conditions specified in paragraphs (a), (b), and (c) of this Section 8.1 have been satisfied.

(e)

Power Requirement. Buyer shall have received evidence reasonably satisfactory to Buyer in its reasonable discretion that an aggregate of 25 megawatts of power is available and operational under the Power Agreements.

(f)

Removal of Bitcoin Miners. Buyer shall have received evidence reasonably satisfactory to Buyer in its sole discretion that Seller has removed all bitcoin miners from the Leased Real Property and that all hosting agreements relating thereto have been terminated.

(g)

Real Estate Purchase Agreement. Closing shall have occurred under the Real Estate Purchase Agreement.

(h)

Deliveries. Seller shall have delivered, or caused the delivery of, all the certificates, instruments, agreements and other documents required to be delivered to Buyer pursuant to Section 3.2(a) of this Agreement.

(i)

No Injunctions or Restraints, Illegality. No Laws shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a Governmental Authority of competent jurisdiction shall be in effect having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting consummation of the transactions contemplated hereby. No Action shall have been commenced or threatened that seeks to challenge, prohibit or otherwise interfere with the transactions contemplated hereby.

Section 8.2

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of all of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by Seller:

(a)

Representations and Warranties of Buyer. The representations and warranties of Buyer set forth in this Agreement (i) shall be true and correct when made, and (ii) that are qualified as to materiality shall be true and correct in all respects and that are not so qualified shall be true and correct in all material respects, in each case as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date (except to the extent that such representations and warranties were made as of another date).

(b)

Performance of Obligations of Buyer. Buyer shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing.

(c)

ARTICLE IX
INDEMNIFICATION

Section 9.1

Survival. The representations and warranties contained in this Agreement (including Disclosure Schedules attached hereto) and in any Transaction Document shall survive the Closing and shall terminate on that date that is 18 months after the Closing Date, except that the representations and warranties set forth in Sections 4.1 (Authority), 4.2 (Organization), 4.3 (Capitalization), 4.13 (Taxes), 4.15 (Brokers) 5.1 (Authority), 5.2 (Organization), and 5.4 (Brokers) (the “Fundamental Representations”) shall survive until 90 days after the expiration of the applicable statute of limitations. The covenants, agreements and obligations of the parties hereto shall survive until fully performed and discharged, unless otherwise expressly provided herein.

Section 9.2

Indemnification by Seller. Subject to the terms and conditions of this Article IX, from and after the Closing, Seller shall indemnify and defend Buyer and Buyer’s Affiliates (including the Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any other Transaction Document;

(b)

any Indemnified Taxes;

(c)

any Indebtedness or Transaction Fees of any of the Companies as of the Closing;

(d)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any of the Transaction Documents; and

(e)

any Excluded Liability.

For the sole purpose of determining Losses (and not for determining whether or not any breaches of representations or warranties have occurred), the representation or warranty shall be determined without regard to any materiality, material adverse effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Section 9.3

Indemnification Procedures. The Party making a claim under this Article IX is referred to as the “Indemnified Party,” and the Party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party.”

(a)

Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than fifteen (15) calendar days after receipt of such notice of such Third-Party Claim (the “Third-Party Claim Notice”). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. The Third-Party Claim Notice shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party.

(b)

Defense of Third-Party Claims. In the case of a Third-Party Claim, the Indemnifying Party shall have the right: (a) to control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the claim, (b) to take all other reasonable steps or proceedings to settle or defend any such Third-Party Claim; provided, that the Indemnifying Party shall not settle any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), and (c) to employ counsel designated by the Indemnifying Party to contest any such Third-Party Claim in the name of the Indemnified Party or otherwise. The Indemnifying Party shall, within fifteen (15) days of receipt of a Third-Party Claim Notice (the “Indemnity Notice Period”), give written notice to the Indemnified Party of its intention to assume the defense of such Third-Party Claim. If the Indemnifying Party does not deliver to the Indemnified Party within the Indemnity Notice Period written notice that the Indemnifying Party shall assume the defense of any such Third-Party Claim, then the Indemnified Party may defend against any such Third-Party Claim in any such manner as it may deem appropriate, provided, that the Indemnified Party shall not settle any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event that the Indemnifying Party does assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to fully participate in (but not control) such defense (including with counsel of its choice), at its sole expense, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation. In the event that either the Indemnifying Party or the Indemnified Party assumes the defense of a Third-Party Claim as provided above (the “Controlling Party”), the non-Controlling Party shall have the right to fully participate (but not

control) in such defense (including with counsel of its choice), at its sole expense, and the Controlling Party shall reasonably cooperate with the non-Controlling Party in connection with such participation; provided, however, that Buyer and Seller shall each use its commercially reasonable efforts with respect to any information shared pursuant to this Section 9.3(b) to preserve attorney-client privilege.

(c)

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Part y. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Section 9.4

Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days following such final, non-appealable adjudication by wire transfer of immediately available funds.

Section 9.5

Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 9.6

Indemnification by Buyer. Subject to the terms and conditions of this Article IX, Buyer shall indemnify and defend Seller and Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any other Transaction Document;

(b)

any Losses related to the Companies or the Business after the Closing; and

(c)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any of the Transaction Documents.

Section 9.7

Cumulative Remedies.

(a)

The rights and remedies provided in this Article IX (and Article VII) are cumulative and are in addition to and not in substitution for any other rights and remedies available at Law or in equity or otherwise.

(b)

Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, and without prejudice to any other right or remedy Buyer has or may have (whether under this Agreement, any other Transaction Document, at law, in equity or otherwise), if Buyer is entitled to indemnification or any other amount under this Agreement, Buyer, in its sole discretion, may elect to recover such indemnification or other such amount by (i) seeking cash directly from Seller hereunder, (ii) setting off such amount against any Liability that Buyer owes to Seller, any Affiliate of Seller or any third party under this Agreement or any other Transaction Documents, including without limitation the Second MIPA and/or the Third MIPA, (iii) setting off such amount against the Power Deposit, Holdback and/or the Pods pursuant to Section 2.3(d).

(c)

Notwithstanding anything to the contrary contained herein, Buyer shall not be entitled to recover from Seller under this Article IX an aggregate amount greater than the Total Purchase Price.

ARTICLE X
TERMINATION

Section 10.1

Termination. This Agreement may be terminated at any time prior to the Closing by:

(a)

Buyer and Seller by mutual written consent;

(b)

Buyer if the Closing Date shall not have occurred by the close of business on October 15, 2024;

(c)

Buyer, if Buyer is not in material breach of its obligations under this Agreement and there has been a breach of a representation, warranty, covenant or agreement of Seller contained in this Agreement such that the conditions set forth in Sections 8.1(b) hereof would not be satisfied, and such breach has not been cured within twenty (20) calendar days after written notice thereof to Seller; provided, however, that no cure period shall be required for a breach which by its nature cannot be cured; or

(d)

Seller, if Seller is not in material breach of its obligations under this Agreement and there has been a breach of a representation, warranty, covenant or agreement of Buyer contained in this Agreement such that the conditions set forth in Sections 8.2(a) hereof would not be satisfied, and such breach has not been cured within twenty (20) calendar days after written notice thereof to Buyer; provided, however, that no cure period shall be required for a breach which by its nature cannot be cured.

Section 10.2

shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any Party hereto of any Liability for any breach of this Agreement, and the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE XI

GENERAL TERMS

Section 11.1

Expenses. Except as otherwise expressly provided herein, all Transaction Fees shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 11.2

Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the 3rd day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with Section 11.2):

If to Buyer:

CleanSpark, Inc.
10624 S Eastern Ave Ste A-638
Henderson, NV 89052
Attn: Leighton Koehler, General Counsel
Email: lkoehler@cleanspark.com

With a copy to (which shall not constitute notice):

Cozen O’Connor
1650 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103
Attn: Joseph C. Bedwick
Email: jbedwick@cozen.com


If to Seller:	[REDACTED] Attention: Jialin Qu Email: [REDACTED]
with a copy to:	Croke Fairchild Duarte and Beres 180 N. LaSalle St, Suite 3400 Chicago, Illinois 60601

     
    Attention: Mike Frisch
Email:mfrisch@crokefairchild.com

Section 11.3

Interpretation. For purposes of this Agreement the words: (a) “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) “or” is not exclusive; and (c) “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein to: (x) Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Schedules, Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth herein.

Section 11.4

JOINT EFFORTS; ACCESS TO COUNSEL. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS THE RESULT OF JOINT EFFORTS OF BUYER AND SELLER AND EACH PROVISION HAS BEEN SUBJECT TO THE MUTUAL NEGOTIATION AND AGREEMENT OF THE BUYER AND SELLER AS EACH SUCH PARTY HAS DEEMED APPROPRIATE AND THAT THIS AGREEMENT HAS BEEN DRAFTED BY COUNSEL FOR THE BUYER AS A CONVENIENCE TO THE PARTIES ONLY. THE SELLER EXPRESSLY REPRESENTS AND WARRANTS THAT IT HAS READ, KNOWS, UNDERSTANDS AND AGREES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT IT HAS HAD access to counsel of ITs choice to the extent IT DEEMED NECESSARY IN ORDER TO INTERPRET THE LEGAL EFFECT HEREOF. THE PARTIES ACKNOWLEDGE AND AGREE THAT THERE SHALL BE NO CONSTRUCTION AGAINST BUYER OR ANY OTHER PARTY BASED ON ANY PRESUMPTION OF THAT PARTY’S INVOLVEMENT IN THE DRAFTING OF THIS AGREEMENT.

Section 11.5

Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 11.6

Severability. If any one or more of the terms of this Agreement are deemed to be invalid or unenforceable by a court of law, the validity, enforceability, and legality of the remaining provisions of this Agreement will not in any way be affected or impaired thereby, provided that: (i) each Party receives the substantial benefit of its bargain with respect to the transaction contemplated hereby; and (ii) the ineffectiveness of such provision would not result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable for either Party hereto.

Section 11.7

inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits, the Schedules and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 11.8

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other; which consent shall not be unreasonably withheld, delayed or conditioned.

Section 11.9

No Third-Party Beneficiaries. Except as provided in Article IX, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 11.10

Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 11.11

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a)

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction).

(b)

ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE INSTITUTED EXCLUSIVELY IN THE STATE COURTS LOCATED IN DAVIDSON COUNTY TENNESSEE, OR, IF SUCH COURT SHALL NOT HAVE JURISDICTION, ANY FEDERAL COURT LOCATED IN OR CLOSEST TO DAVIDSON COUNTY, TENNESSEE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT

THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.11(c).

(d)

The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in addition to any other remedies, each Party shall be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy. Each Party hereby waives the requirement for the securing or posting of any bond in connection with such remedy.

Section 11.12

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signatures contained on following page.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

BUYER:

CLEANSPARK TN, LLC

By: /s/ Zachary Bradford

Name: Zachary Bradford

Title: Manager

SELLER:

EXPONENTIAL DIGITAL LLC

By: /s/ Gavin Qu____________________

Name: Gavin Qu

Title: Manager

MEMBERSHIP INTEREST PURCHASE AGREEMENT

RECITALS

WHEREAS, Seller owns all of the issued and outstanding membership interests (collectively, the “Membership Interests”) of Decatur Technologies LLC, a Tennessee limited liability company (“Decatur”) and Campbell Junction Technologies LLC, a Tennessee limited liability company (“Campbell” and together with Decatur, each a “Company” and collectively the “Companies”);

WHEREAS, Seller wishes to sell the Membership Interests to Buyer, and Buyer wishes to purchase the Membership Interests from Seller, subject to the terms and conditions of this Agreement; and

ARTICLE I
DEFINITIONS

“Assignment” has the meaning set forth in Section 3.2(a)(i).

“Business” means the business of each Company of providing mining, hardware and hosting services for the bitcoin network and the owning of assets and taking of activities incidental thereto.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Tennessee are authorized or required by Law to be closed for business.

“Code” means the Internal Revenue Code of 1986, as amended.

“Disclosure Schedules” means the Disclosure Schedules delivered by Seller concurrently with the execution and delivery of this Agreement.

“Environmental Permit” means any Permit required for the Business under currently applicable Environmental Law.

“First MIPA” means the Membership Interest Purchase Agreement entered into between Buyer and Seller as of the date hereof transferring the membership interests of each of Jellico Technologies LLC, a Tennessee limited liability company, and West Crossville Technologies LLC, a Tennessee limited liability company.

“Governmental Order” means any order, court opinion, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Holdback Amount” has the meaning set forth in Section 2.3(c).

other proprietary rights, including all moral rights, pertaining to any product or service designed, manufactured, sold, distributed, marketed, used, performed, employed or exploited, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of those which may subsist anywhere in the world, owned by or registered in the name of any Person or in which any Person has any rights, licenses or immunities.

“Knowledge of Seller” or “Seller’s Knowledge” means the actual knowledge of any director or officer after reasonable and due inquiry.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Leased Real Property” has the meaning set forth in Section 4.9(b).

“Leases” has the meaning set forth in Section 4.9(b).

“Lease Assignments” has the meaning set forth in Section 3.2(a)(ix).

“Membership Interests” has the meaning set forth in the Recitals.

“Organizational Document” means, relative to any Person that is not an individual, its certificate of incorporation, its certificate of formation, its certificate of partnership, its by-laws, its partnership agreement, its limited liability company agreement, its memorandum or articles of association, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized equity securities, as applicable.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Pipe Agreement” means the Settlement and Release Agreement by and between Pipe Technologies, Inc. and PrimeBlock Mining LLC.

“Power Bills” has the meaning set forth in Section 2.3(b).

“Power Deposits” has the meaning set forth in Section 4.21.

“Power Requirement” has the meaning set forth in Section 4.21.

“Power Usage” has the meaning set forth in Section 2.3(b).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Third MIPA” means the Membership Interest Purchase Agreements entered into between Buyer and Seller as of the date hereof transferring the membership interests of each of Winfield Technologies LLC, a Tennessee limited liability company, Oneida Technologies LLC, a Tennessee limited liability company, and Tazwell Technologies LLC, a Tennessee limited liability company.

“Total Purchase Price” means $25,000,000, which is the cumulative purchase price under this Agreement, the First MIPA and the Third MIPA.

“Transaction Documents” means this Agreement, the Real Estate Purchase Agreement, the First MIPA, the Third MIPA, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing.

“Treasury Regulations” means the regulations promulgated under the Code, as amended and in effect from time to time.

ARTICLE II
PURCHASE AND SALE

Section 2.1

Section 2.2

Purchase Price. The aggregate Purchase Price for the Membership Interests shall be Five Million Nine Hundred Thousand Dollars and 00/100 ($5,900,000.00) (the “Purchase Price”), which shall be payable in accordance with Section 2.3 below.

Section 2.3

Payment of the Purchase Price; Power Deposits and Right to Setoff.

(a)

At the Closing, Buyer shall pay, or shall cause to be paid, Five Million Six Hundred Five Thousand Dollars and 00/100 ($5,605,000.00) (the “Closing Payment”), in cash by wire transfer of immediately available funds to a United States bank account designated in writing by Seller.

(b)

(c)

On the date that is sixty (60) days following the Closing, Buyer shall pay or cause to be paid the remaining Two Hundred Ninety-Five Thousand and 00/100 Dollars ($295,000.00) of the Purchase Price (the “Holdback Amount”), subject to adjustment as set forth herein, in cash by wire transfer of immediately available funds to a United States bank account designated in writing by Seller. The Holdback Amount payable to Seller shall be reduced by $100,000 per day (the “Holdover Fee”) to the extent that any of the Leased Real Property under this Agreement, the First MIPA or the Third MIPA is not fully vacant and available for occupancy by Buyer on September 25, 2024 due solely to the continued occupancy of Seller or the continued occupancy of any Person party to any hosting agreement or any similar arrangement with any Company or Seller. For example, if Buyer is not able to occupy one or more sites until October 1, 2024, then the Holdover Fee shall be $600,000. Buyer shall be entitled in its sole discretion to retain the Holdover Fee from the Holdback Amount and/or from any other amounts withheld under the First MIPA or the Third MIPA.

(d)

Section 2.4

Section 2.5

Intended Tax Treatment; Purchase Price Allocation.

(a)

(b)

ARTICLE III

CLOSING

Section 3.1

business days after the conditions set forth in Article VI that are required to be satisfied prior to Closing have been satisfied or waived (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), and (b) such other date and time as to which Buyer and Seller agree in writing. The date of the Closing is referred to herein as the “Closing Date” and is scheduled for September 21, 2024. The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. Eastern Time on the Closing Date.

Section 3.2

Closing Deliveries. At Closing, the respective Parties shall take the following actions:

(a)

(i)

Assignment. An assignment agreement, duly executed by Seller, transferring the Membership Interests from Seller to Buyer, in form and substance satisfactory to Buyer (the “Assignment”);

(ii)

(iii)

Good Standing Certificate. A good standing certificate of each Company from its jurisdiction of organization dated as of a recent date prior to Closing;

(iv)

(v)

Payoff Letters; Release of Liens. Payoff letters in a form reasonably acceptable to Buyer with respect to any and all Encumbrances, together with a duly and validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyer, that are necessary or appropriate to evidence the release of all Encumbrances on the Assets or the assets of any Company;

(vi)

PIPE Release. Release of all liens and obligations under the Pipe Agreement relating to the Companies;

(vii)

FIRPTA Certificate. A non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, duly executed by Seller and in form and substance reasonably satisfactory to Buyer;

(viii)

(ix)

Lease Assignments. Assignment of the Leases from Seller to each Company, as applicable (the “Lease Assignments”);

(x)

Required Consents. The consents set forth on Schedule 3.2(a)(x);

(xi)

Assignment of Assets. Evidence reasonably satisfactory to Buyer in its sole discretion that as of the Closing Date all of the Assets have been transferred from Seller to each Company, as applicable;

(xii)

(xiii)

(xiv)

(b)

Documents to be Provided by Buyer: Buyer agrees to deliver the following documents, in the form and substance reasonably satisfactory to Seller, duly executed as appropriate:

(i)

Payment of Purchase Price. The Purchase Price in the amount and form as required by Section 2.3 above; and

(ii)

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER
CONCERNING THE COMPANIES

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller represents and warrants to Buyer as follows:

Section 4.1

conveyance, reorganization, insolvency, moratorium or other similar Laws relating to creditors’ rights generally, and general equitable principles whether considered in a proceeding at law or in equity (collectively, the “Enforceability Exceptions”). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions.

Section 4.2

Section 4.3

Capitalization

(a)

(b)

(c)

Seller is required to or have the right to redeem, purchase or otherwise reacquire any equity securities, or other instrument convertible or exercisable into equity securities, of any of the Companies or Seller. There are no Contracts to which any of the Companies or Seller is a party with respect to: (x) the voting of any equity of any of the Companies or Seller (including any buy-sell agreement, preemptive right, voting trust or agreement, equityholders agreement, proxy or director or manager nomination rights); (y) the transfer of or transfer restrictions on any equity interests of any of the Companies or Seller; or (z) the granting of any other rights in respect of any equity interests of any of the Companies or Seller (e.g., equity appreciation rights).

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Undisclosed Liabilities. As of the Closing Date each Company will have no Indebtedness or other Liabilities.

Section 4.8

Assets.

(a)

(b)

(c)

No Person other than the Companies owns, licenses, or leases any equipment or other tangible assets or properties used in or necessary to the operation of the Business.

Section 4.9

Real Property.

(a)

No Company owns any real property.

(b)

(c)

adjacent to the Leased Real Property. To the Knowledge of Seller, there are no (i) public improvements which have been ordered, commenced or completed and for which an assessment may be levied against the Leased Real Property, or (ii) planned improvements which may result in any assessment against the Leased Real Property, in either case which would be the obligation Company. To the Knowledge of Seller, there is no Encumbrance Leased Real Property that would impair the current use occupancy of such Leased Real Property by Buyer or any Company. To the Knowledge of Seller, all buildings, structures, fixtures, and appurtenances comprising part of the Leased Real Property were constructed or installed in accordance with all Laws, are structurally sound and in good condition and repair (normal wear and tear excepted), and do not encroach on any property owned by any other Person, and there are no violations of any Law affecting any portion of the Leased Real Property, including violations of any Laws regulating building, zoning, fire, safety, environmental, traffic, flood control or health, and no notice of any such violation issued by any Governmental Authority.

(d)

(e)

To the Knowledge of Seller, there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease the Leased Real Property or any portion thereof or interest therein. The Leased Real Property is not shared by any Company, on the one hand, and any other Person, on the other hand, or used for any business other than the Business of the applicable Company. Seller has the right to quiet enjoyment of all of the Leased Real Property. There has been no disturbance of, or challenge to, Seller’s quiet possession of any Leased Real Property for the full term of any applicable lease and any renewal option related thereto.

(f)

(g)

Section 4.10

Legal Proceedings; Governmental Orders; Contracts.

(a)

(b)

There are no outstanding Governmental Orders against, relating to or affecting any of the Companies, their Business or their Assets.

Section 4.11

Compliance with Laws; Permits.

(a)

Each of the Companies has complied in all material respects, and is now complying in all material respects, with all Laws applicable to it, the Business or the Assets.

(b)

Section 4.12

Section 4.13

Taxes.

(a)

(b)

(c)

(d)

(e)

(f)

There are no Encumbrances for Taxes upon the assets of any of the Companies.

(g)

No Company is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.

(h)

No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to any of the Companies.

(i)

(j)

None of the Companies nor the Buyer will be required to include an item of income, or exclude a an item of deduction, for any period after the Closing Date with respect to any of the Companies as a result of (i) an installment sale transaction occurring on or before the Closing governed by Section 453 of the Code (or any similar provision of state, local or non-U.S. Laws); (ii) a transaction occurring on or before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar doctrine under state, local or non-U.S. Laws); (iii) any prepaid amounts received or paid on or prior to the Closing Date or deferred revenue realized on or prior to the Closing Date; (iv) a change in method of accounting with respect to a Pre-Closing Tax Period (or an impermissible method used in a Pre-Closing Tax Period); or (v) a Contract entered into with any Governmental Authority (including a “closing agreement” under Section 7121 of the Code or any “gain recognition agreement” entered into under Section 367 of the Code) on or prior to the Closing relating to Tax matters. No Company has any “long-term contracts” that are subject to a method of accounting provided for in Section 460 of the Code or has any deferred income pursuant to IRS Revenue Procedure 2004-34, Treasury Regulation Section 1.451-5, Section 455 of the Code, or Section 456 of the Code (or any corresponding provision of state or local Law).

(k)

(l)

Each Company is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

(m)

(n)

(o)

No Company has requested or received “employee retention credits” under Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act of 2020.

Section 4.14

Books and Records. The books and records of each of the Companies are complete and correct in all material respects and have been maintained in accordance with past practice.

Section 4.15

Section 4.16

Employees. Each of the Companies does not have and has never had any employees.

Section 4.17

[Reserved].

Section 4.18

Guaranties. No Company is a guarantor or otherwise liable for any Liability (including Indebtedness) of any other Person. Neither Seller nor any Affiliate of Seller is a guarantor or otherwise liable for any Liability (including Indebtedness) or Contract of any of the Companies.

Section 4.19

Intellectual Property. No Company owns, licenses or uses any Intellectual Property.

Section 4.20

Bank Accounts. No Company owns or otherwise maintains any deposit, securities or intermediary accounts of any nature.

Section 4.21

Power Agreements. The agreements set forth on Section 4.21 of the Disclosure Schedules (the “Power Agreements”) provide for an aggregate of 20 megawatts of power that is available to the Leased Real Property (the “Power Requirement”). Section 4.21 of the Disclosure Schedules sets forth the megawatts of power available at each Leased Real Property location. There is sufficient infrastructure in place at the Leased Real Property to support delivery of 20 megawatts of power to the Leased Real Property. Section 4.21 of the Disclosure Schedules includes a list of deposits paid by each Company under each Power Agreement (the “Power Deposits”). All of the infrastructure, equipment and power access necessary for utilizing the 20 megawatts of power at the Leased Real Property for bitcoin mining is present and in good working condition.

Section 4.22

Section 4.23

Patriot Act / Economic Sanctions. Each Company is in compliance with the requirements of Executive Order No. 13224, 66 Fed Reg. 49079 (September 25, 2001) and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury and in any enabling legislation or other executive orders in respect thereof. To the Knowledge of the Seller, each customer, distributor, supplier and Person with whom any Company has done business or engaged in any transaction: (a) is not currently identified on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control, Department of the Treasury, or on any other similar list maintained by the Office of Foreign Assets Control, Department of Treasury pursuant to any authorizing statute, executive order or regulation; and (b) is not a Person with whom a citizen of the United States or United States entity is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States Law or executive order of the President of the United States.

Section 4.24

Governmental Authority, in order to assist any Company in obtaining or retaining business for or with, or directing business to, any Person or; (ii) any political party or official thereof or any candidate for political office for purposes of (A) (1) influencing any act or decision of such party, official, or candidate in its or his or her official capacity, (2) inducing such party, official, or candidate to do or omit to do an act in violation of the lawful duty of such party, official, or candidate, or (3) securing any improper advantage; or (B) inducing such party, official, or candidate to use its or his or her influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority in order to assist any Company in obtaining or retaining business for or with, or directing business to, any Person; or (iii) any Person, while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any official, to any political party or official thereof, or to any candidate for political office, for purposes of (A) (1) influencing any act or decision of such official, political party, party official, or candidate in his or her or its official capacity, (2) inducing such official, political party, party official, or candidate to do or omit to do any act in violation of the lawful duty of such official, political party, party official, or candidate, or (3) securing any improper advantage; or (B) inducing such official, political party, party official, or candidate to use his or her or its influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority, in order to assist any Company in obtaining or retaining business for or with, or directing business to, any Person. There have been no false or fictitious entries made in the books or records of any Company relating to any offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment, and no Company has established or maintained a secret or unrecorded fund. Each Company is in compliance with the United States Foreign Corrupt Practices Act of 1977, and the regulations thereunder, as amended from time to time. Each Company is in strict compliance with all applicable rules, terms, conditions and guidelines established by any acquiring banks, payment gateways, payment software providers, merchant service providers and/or other service providers or financial institutions utilized by each Company for payment processing activities, and no fact or circumstance is currently outstanding that would reasonably be expected to make any Company cease to be in such compliance.

Section 4.25

the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the transactions contemplated hereby.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 5.1

Section 5.2

Organization, Authority and Qualification of the Buyer. The Buyer is a Tennessee limited liability company duly organized, validly existing and in good standing under the Laws of the State of Tennessee. All limited liability company actions taken by the Buyer in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing.

Section 5.3

Section 5.4

Section 5.5

No Other Representations and Warranties. Except as otherwise expressly set forth in this Article V, Buyer expressly disclaims any representations or warranties

of any kind or nature, express or implied, including any representations or warranties as to the Buyer, its respective businesses and affairs or the transactions contemplated by this Agreement. Except as otherwise expressly set forth in this Article V, neither Buyer nor any of its respective Affiliates, employees, officers, directors or members, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business and affairs of the Buyer that have been made available to Seller, including in any presentation of the business and affairs of the Buyer by the management of the Buyer or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Seller in executing, delivering and performing this Agreement and the transactions contemplated hereby.

ARTICLE VI

COVENANTS

Section 6.1

Confidentiality.

(a)

(b)

Seller acknowledges and agrees that the protection of the Confidential Information relating to the Companies and their assets and business is necessary to protect and preserve the value of the Companies. Therefore, Seller hereby agrees for a period of three (3) years after the Closing not to disclose to any unauthorized individual or entity or use for its own account or for the benefit of any third party any Confidential Information, whether or not such information is embodied in writing or other physical form, unless and to the extent that the Confidential Information loses its status as Confidential Information other than as a result of the fault of Seller or the fault of any other individual or entity bound by a duty of confidentiality to Buyer or Seller. Seller agrees to deliver to Buyer at the Closing, and at any other time Buyer may request, all electronic files, documents and other materials that contain any Confidential Information and any other Confidential Information that Seller may then possess or have under its control. Upon Buyer’s request, Seller will permanently delete or destroy, and/or confirm the permanent deletion or destruction of, any Confidential Information, except that Seller may retain a copy of Confidential Information solely as necessary for archival purposes to establish its rights and obligations under this Agreement or to investigate and defend any claims arising under it.

Section 6.2

Section 6.3

Section 6.4

No Solicitation of Other Bids.

(a)

(b)

Section 6.5

ARTICLE VII
TAX MATTERS

Section 7.1

Section 7.2

Section 7.3

Tax Contests

(a)

(b)

Rights”). Additionally, in the case of a Tax Contest that relates to a Straddle Period (a “Straddle Period Contest”), the Buyer shall have the right to control such Straddle Period Contest subject to the Seller’s Rights.

Section 7.4

Section 7.5

ARTICLE VIII
CONDITIONS PRECEDENT

Section 8.1

(a)

(b)

(c)

Material Adverse Effect. Since the date hereof, no Material Adverse Effect shall have occurred.

(d)

(e)

Power Requirement. Buyer shall have received evidence reasonably satisfactory to Buyer in its reasonable discretion that an aggregate of 20 megawatts of power is available and operational under the Power Agreements.

(f)

(g)

Real Estate Purchase Agreement. Closing shall have occurred under the Real Estate Purchase Agreement.

(h)

(i)

Section 8.2

(a)

(b)

(c)

ARTICLE IX

INDEMNIFICATION

Section 9.1

(Capitalization), 4.13 (Taxes), 4.15 (Brokers) 5.1 (Authority), 5.2 (Organization), and 5.4 (Brokers) (the “Fundamental Representations”) shall survive until 90 days after the expiration of the applicable statute of limitations. The covenants, agreements and obligations of the parties hereto shall survive until fully performed and discharged, unless otherwise expressly provided herein.

Section 9.2

(a)

any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any other Transaction Document;

(b)

any Indemnified Taxes;

(c)

any Indebtedness or Transaction Fees of any of the Companies as of the Closing;

(d)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any of the Transaction Documents; and

(e)

any Excluded Liability.

Section 9.3

(a)

(b)

(c)

Section 9.4

Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX, the Indemnifying Party shall satisfy its

obligations within fifteen (15) Business Days following such final, non-appealable adjudication by wire transfer of immediately available funds.

Section 9.5

Section 9.6

(a)

any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any other Transaction Document;

(b)

any Losses related to the Companies or the Business after the Closing; and

(c)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any of the Transaction Documents.

Section 9.7

Cumulative Remedies.

(a)

(b)

Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, and without prejudice to any other right or remedy Buyer has or may have (whether under this Agreement, any other Transaction Document, at law, in equity or otherwise), if Buyer is entitled to indemnification or any other amount under this Agreement, Buyer, in its sole discretion, may elect to recover such indemnification or other such amount by (i) seeking cash directly from Seller hereunder, (ii) setting off such amount against any Liability that Buyer owes to Seller, any Affiliate of Seller or any third party under this Agreement or any other Transaction Documents, including without limitation the First MIPA and/or the Third MIPA, or (iii) setting off such amount against the Power Deposit and/or the Holdback Amount pursuant to Section 2.3(d).

(c)

Notwithstanding anything to the contrary contained herein, Buyer shall not be entitled to recover from Seller under this Article IX an aggregate amount greater than the Total Purchase Price.

ARTICLE X

TERMINATION

Section 10.1

Termination. This Agreement may be terminated at any time prior to the Closing by:

(a)

Buyer and Seller by mutual written consent;

(b)

Buyer if the Closing Date shall not have occurred by the close of business on October 15, 2024;

(c)

(d)

Section 10.2

Procedure and Effect of Termination. In the event of a termination of this Agreement pursuant to Section 10.1, written notice thereof shall forthwith be given by the terminating party to either Buyer or Seller, as applicable, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Parties hereto, except that the provisions of Article XI shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any Party hereto of any Liability for any breach of this Agreement, and the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE XI

GENERAL TERMS

Section 11.1

Expenses. Except as otherwise expressly provided herein, all Transaction Fees shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 11.2

If to Buyer:

CleanSpark, Inc.
10624 S Eastern Ave Ste A-638
Henderson, NV 89052
Attn: Leighton Koehler, General Counsel
Email: lkoehler@cleanspark.com

With a copy to (which shall not constitute notice):

Cozen O’Connor
1650 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103
Attn: Joseph C. Bedwick
Email: jbedwick@cozen.com

    If to Seller:

    [REDACTED]
Attention: Jialin Qu 
Email: [REDACTED]

    with a copy to:

    Croke Fairchild Duarte and Beres
180 N. LaSalle St, Suite 3400
Chicago, Illinois 60601
Attention: Mike Frisch
Email:mfrisch@crokefairchild.com
 

   

Section 11.3

Section 11.4

TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT IT HAS HAD access to counsel of ITs choice to the extent IT DEEMED NECESSARY IN ORDER TO INTERPRET THE LEGAL EFFECT HEREOF. THE PARTIES ACKNOWLEDGE AND AGREE THAT THERE SHALL BE NO CONSTRUCTION AGAINST BUYER OR ANY OTHER PARTY BASED ON ANY PRESUMPTION OF THAT PARTY’S INVOLVEMENT IN THE DRAFTING OF THIS AGREEMENT.

Section 11.5

Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 11.6

Section 11.7

Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits, the Schedules and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 11.8

Section 11.9

Section 11.10

partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 11.11

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a)

(b)

(c)

(d)

performance without the necessity of proving the inadequacy of money damages as a remedy. Each Party hereby waives the requirement for the securing or posting of any bond in connection with such remedy.

Section 11.12

[Signatures contained on following page.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

BUYER:

CLEANSPARK TN, LLC

By: /s/ Zachary Bradford

Name: Zachary Bradford

Title: Manager

SELLER:

EXPONENTIAL DIGITAL LLC

By: /s/ Gavin Qu .

Name: Gavin Qu

Title: Manager

MEMBERSHIP INTEREST PURCHASE AGREEMENT

RECITALS

WHEREAS, Seller owns all of the issued and outstanding membership interests (collectively, the “Membership Interests”) of Winfield Technologies LLC (“Winfield”), a Tennessee limited liability company, Oneida Technologies LLC, a Tennessee limited liability company (“Oneida”) and Tazewell Technologies LLC, a Tennessee limited liability company (“Tazewell” and together with Winfield and Oneida, each a “Company” and collectively the “Companies”);

WHEREAS, Seller wishes to sell the Membership Interests to Buyer, and Buyer wishes to purchase the Membership Interests from Seller, subject to the terms and conditions of this Agreement; and

ARTICLE I

DEFINITIONS

“Assignment” has the meaning set forth in Section 3.2(a)(i).

“Business” means the business of each Company of providing mining, hardware and hosting services for the bitcoin network and the owning of assets and taking of activities incidental thereto.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Tennessee are authorized or required by Law to be closed for business.

“Code” means the Internal Revenue Code of 1986, as amended.

“Disclosure Schedules” means the Disclosure Schedules delivered by Seller concurrently with the execution and delivery of this Agreement.

“Environmental Permit” means any Permit required for the Business under currently applicable Environmental Law.

“Governmental Order” means any order, court opinion, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Holdback Amount” has the meaning set forth in Section 2.3(c).

“Knowledge of Seller” or “Seller’s Knowledge” means the actual knowledge of any director or officer after reasonable and due inquiry.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Leased Real Property” has the meaning set forth in Section 4.9(b).

“Leases” has the meaning set forth in Section 4.9(b).

“Lease Assignments” has the meaning set forth in Section 3.2(a)(ix).

“Membership Interests” has the meaning set forth in the Recitals.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Pipe Agreement” means the Settlement and Release Agreement by and between Pipe Technologies, Inc. and PrimeBlock Mining LLC.

“Power Bills” has the meaning set forth in Section 2.3(b).

“Power Deposits” has the meaning set forth in Section 4.21.

“Power Requirement” has the meaning set forth in Section 4.21.

“Power Usage” has the meaning set forth in Section 2.3(b).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Total Purchase Price” means $25,000,000, which is the cumulative purchase price under this Agreement, the First MIPA and the Second MIPA.

“Transaction Documents” means this Agreement, the Real Estate Purchase Agreement, the First MIPA, the Second MIPA, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing.

“Treasury Regulations” means the regulations promulgated under the Code, as amended and in effect from time to time.

ARTICLE II

PURCHASE AND SALE

Section 2.1

Section 2.2

Purchase Price. The aggregate Purchase Price for the Membership Interests shall be Eleven Million Eight Hundred Thousand Dollars and 00/100 ($11,800,000.00) (the “Purchase Price”), which shall be payable in accordance with Section 2.3 below.

Section 2.3

Payment of the Purchase Price; Power Deposits and Right to Setoff.

(a)

At the Closing, Buyer shall pay, or shall cause to be paid, Eleven Million Two Hundred Ten Thousand Dollars and 00/100 ($11,210,000.00) (the “Closing Payment”), in cash by wire transfer of immediately available funds to a United States bank account designated in writing by Seller.

(b)

(c)

On the date that is sixty (60) days following the Closing, Buyer shall pay or cause to be paid the remaining Five Hundred Ninety Thousand and 00/100 Dollars ($590,000.00) of the Purchase Price (the “Holdback Amount”), subject to adjustment as set forth herein, in cash by wire transfer of immediately available funds to a United States bank account designated in writing by Seller. The Holdback Amount payable to Seller shall be reduced by $100,000 per day (the “Holdover Fee”) to the extent that any of the Leased Real Property under this Agreement, the First MIPA or the Second MIPA is not fully vacant and available for occupancy by Buyer on September 25, 2024 due solely to the continued occupancy of Seller or the continued occupancy of any Person party to any hosting agreement or any similar arrangement with any Company or Seller. For example, if Buyer is not able to occupy one or more sites until October 1, 2024, then the Holdover Fee shall be $600,000. Buyer shall be entitled in its sole discretion to retain the Holdover Fee from the Holdback Amount and/or from any other amounts withheld under the First MIPA or the Second MIPA.

(d)

Section 2.4

Section 2.5

Intended Tax Treatment; Purchase Price Allocation.

(a)

(b)

ARTICLE III

CLOSING

Section 3.1

business days after the conditions set forth in Article VI that are required to be satisfied prior to Closing have been satisfied or waived (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), and (b) such other date and time as to which Buyer and Seller agree in writing. The date of the Closing is referred to herein as the “Closing Date” and is scheduled for September 25, 2024. The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. Eastern Time on the Closing Date.

Section 3.2

Closing Deliveries. At Closing, the respective Parties shall take the following actions:

(a)

(i)

Assignment. An assignment agreement, duly executed by Seller, transferring the Membership Interests from Seller to Buyer, in form and substance satisfactory to Buyer (the “Assignment”);

(ii)

(iii)

Good Standing Certificate. A good standing certificate of each Company from its jurisdiction of organization dated as of a recent date prior to Closing;

(iv)

(v)

(vi)

PIPE Release. Termination of the Pipe Agreement and release of all obligations thereunder;

(vii)

FIRPTA Certificate. A non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, duly executed by Seller and in form and substance reasonably satisfactory to Buyer;

(viii)

(ix)

Lease Assignments. Assignment of the Leases from Seller to each Company, as applicable (the “Lease Assignments”);

(x)

Required Consents. The consents set forth on Schedule 3.2(a)(x);

(xi)

Assignment of Assets. Evidence reasonably satisfactory to Buyer in its sole discretion that as of the Closing Date all of the Assets have been transferred from Seller to each Company, as applicable;

(xii)

(xiii)

(xiv)

(b)

Documents to be Provided by Buyer: Buyer agrees to deliver the following documents, in the form and substance reasonably satisfactory to Seller, duly executed as appropriate:

(i)

Payment of Purchase Price. The Purchase Price in the amount and form as required by Section 2.3 above; and

(ii)

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER
CONCERNING THE COMPANIES

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller represents and warrants to Buyer as follows:

Section 4.1

Section 4.2

Section 4.3

Capitalization

(a)

(b)

(c)

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Undisclosed Liabilities. As of the Closing Date each Company will have no Indebtedness or other Liabilities.

Section 4.8

Assets.

(a)

(b)

(c)

No Person other than the Companies owns, licenses, or leases any equipment or other tangible assets or properties used in or necessary to the operation of the Business.

Section 4.9

Real Property.

(a)

No Company owns any real property.

(b)

(c)

(d)

(e)

(f)

(g)

Section 4.10

Legal Proceedings; Governmental Orders; Contracts.

(a)

(b)

There are no outstanding Governmental Orders against, relating to or affecting any of the Companies, their Business or their Assets.

Section 4.11

Compliance with Laws; Permits.

(a)

Each of the Companies has complied in all material respects, and is now complying in all material respects, with all Laws applicable to it, the Business or the Assets.

(b)

Section 4.12

Section 4.13

Taxes.

(a)

(b)

(c)

(d)

(e)

(f)

There are no Encumbrances for Taxes upon the assets of any of the Companies.

(g)

No Company is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.

(h)

No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to any of the Companies.

(i)

(j)

(k)

(l)

Each Company is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

(m)

(n)

(o)

No Company has requested or received “employee retention credits” under Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act of 2020.

Section 4.14

Books and Records. The books and records of each of the Companies are complete and correct in all material respects and have been maintained in accordance with past practice.

Section 4.15

Section 4.16

Employees. Each of the Companies does not have and has never had any employees.

Section 4.17

[Reserved].

Section 4.18

Section 4.19

Intellectual Property. No Company owns, licenses or uses any Intellectual Property.

Section 4.20

Bank Accounts. No Company owns or otherwise maintains any deposit, securities or intermediary accounts of any nature.

Section 4.21

Power Agreements. The agreements set forth on Section 4.21 of the Disclosure Schedules (the “Power Agreements”) provide for an aggregate of 40 megawatts of power that is available to the Leased Real Property (the “Power Requirement”). Section 4.21 of the Disclosure Schedules sets forth the megawatts of power available at each Leased Real Property location. There is sufficient infrastructure in place at the Leased Real Property to support delivery of 40 megawatts of power to the Leased Real Property. Section 4.21 of the Disclosure Schedules includes a list of deposits paid by each Company under each Power Agreement (the “Power Deposits”). All of the infrastructure, equipment and power access necessary for utilizing the 40 megawatts of power at the Leased Real Property for bitcoin mining is present and in good working condition.

Section 4.22

Section 4.23

Section 4.24

Section 4.25

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

No Other Representations and Warranties. Except as otherwise expressly set forth in this Article V, Buyer expressly disclaims any representations or warranties

ARTICLE VI

COVENANTS

Section 6.1

Confidentiality.

(a)

(b)

Section 6.2

Section 6.3

Section 6.4

No Solicitation of Other Bids.

(a)

(b)

Section 6.5

ARTICLE VII

TAX MATTERS

Section 7.1

Section 7.2

Section 7.3

Tax Contests

(a)

(b)

Section 7.4

Section 7.5

ARTICLE VIII
CONDITIONS PRECEDENT

Section 8.1

(a)

(b)

(c)

Material Adverse Effect. Since the date hereof, no Material Adverse Effect shall have occurred.

(d)

(e)

Power Requirement. Buyer shall have received evidence reasonably satisfactory to Buyer in its reasonable discretion that an aggregate of 40 megawatts of power is available and operational under the Power Agreements.

(f)

(g)

Real Estate Purchase Agreement. Closing shall have occurred under the Real Estate Purchase Agreement.

(h)

(i)

Section 8.2

(a)

(b)

(c)

ARTICLE IX

INDEMNIFICATION

Section 9.1

Section 9.2

(a)

any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any other Transaction Document;

(b)

any Indemnified Taxes;

(c)

any Indebtedness or Transaction Fees of any of the Companies as of the Closing;

(d)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any of the Transaction Documents; and

(e)

any Excluded Liability.

Section 9.3

(a)

(b)

(c)

Section 9.4

Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX, the Indemnifying Party shall satisfy its

obligations within fifteen (15) Business Days following such final, non-appealable adjudication by wire transfer of immediately available funds.

Section 9.5

Section 9.6

(a)

any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any other Transaction Document;

(b)

any Losses related to the Companies or the Business after the Closing; and

(b)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any of the Transaction Documents.

Section 9.7

Cumulative Remedies.

(a)

(b)

Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, and without prejudice to any other right or remedy Buyer has or may have (whether under this Agreement, any other Transaction Document, at law, in equity or otherwise), if Buyer is entitled to indemnification or any other amount under this Agreement, Buyer, in its sole discretion, may elect to recover such indemnification or other such amount by (i) seeking cash directly from Seller hereunder, (ii) setting off such amount against any Liability that Buyer owes to Seller, any Affiliate of Seller or any third party under this Agreement or any other Transaction Documents, including without limitation the First MIPA and/or the Second MIPA, or (iii) setting off such amount against the Power Deposit and/or the Holdback Amount pursuant to Section 2.3(d).

(c)

Notwithstanding anything to the contrary contained herein, Buyer shall not be entitled to recover from Seller under this Article IX an aggregate amount greater than the Total Purchase Price.

ARTICLE X

TERMINATION

Section 10.1

Termination. This Agreement may be terminated at any time prior to the Closing by:

(a)

Buyer and Seller by mutual written consent;

(b)

Buyer if the Closing Date shall not have occurred by the close of business on October 15, 2024;

(c)

(d)

Section 10.2

ARTICLE XI

GENERAL TERMS

Section 11.1

Expenses. Except as otherwise expressly provided herein, all Transaction Fees shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 11.2

If to Buyer:

CleanSpark, Inc.
10624 S Eastern Ave Ste A-638
Henderson, NV 89052
Attn: Leighton Koehler, General Counsel
Email: lkoehler@cleanspark.com

With a copy to (which shall not constitute notice):

Cozen O’Connor
1650 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103
Attn: Joseph C. Bedwick
Email: jbedwick@cozen.com

    If to Seller:

    [REDACTED]
Attention: Jialin Qu 
Email: [REDACTED]

    with a copy to:

    Croke Fairchild Duarte and Beres
180 N. LaSalle St, Suite 3400
Chicago, Illinois 60601
Attention: Mike Frisch
Email:mfrisch@crokefairchild.com
 

   

Section 11.3

Section 11.4

Section 11.5

Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 11.6

Section 11.7

Section 11.8

Section 11.9

Section 11.10

partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 11.11

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a)

(b)

(c)

(d)

Section 11.12

[Signatures contained on following page.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

BUYER:

CLEANSPARK TN, LLC

By: /s/ Zachary Bradford

Name: Zachary Bradford

Title: Manager

SELLER:

EXPONENTIAL DIGITAL LLC

By: /s/ Gavin Qu_____________________

Name: Gavin Qu

Title: Manager

REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (“Agreement”) is dated as of the 10th day of September, 2024 (“Effective Date”) by and between US FARMS & MINING, INC., a Texas corporation (the “Seller”), and CSRE PROPERTIES TENNESSEE, LLC, a Tennessee limited liability company (the “Buyer”).

IN CONSIDERATION of the respective agreements hereinafter set forth, Seller and Buyer agree as follows:

Property Included in Sale. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following:

(a)

Real Property. All that certain real property located in the State of Tennessee as forth on Exhibit A attached hereto and as more particularly described in Exhibit B attached hereto (the “Real Property”);

(b)

Improvements. All improvements and fixtures located on the Real Property, including the building(s) and any other structures presently located on the Real Property, and all apparatus, equipment and appliances owned by Seller and used in connection with the ownership, use, operation or occupancy of the Real Property (collectively, the “Improvements”); and

(c)

Personal Property. All, if any, machinery, equipment, appliances, furniture, furnishings and other personal property owned by Seller and located on or in, affixed to or used in connection with the Real Property and Improvements (the “Personal Property”).

All of the items referred to in Sections 1(a) - (c) above are hereinafter collectively referred to as the “Property”.

Purchase Price.

(a)

Purchase Price. The total purchase price for the Property is Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the “Purchase Price”), allocated as follows:

5784 Plateau Road, Crossville, TN 38571: $400,000.00.

ii.

131 and 181 Douglas Lane, Jellico, TN 37762: $1,850.000.

iii.

268 Sparta Highway, Crossville, TN 38572: $150,000.00.

iv.

708 Pine Grove Road, Winfield, TN 37892: $100,000.00.

The Purchase Price shall be paid by wire transfer of immediately available federal funds at Closing (as defined below). Notwithstanding anything herein to the

contrary, Seller may, in Seller’s sole discretion, change the allocation of the Purchase Price prior to Closing.

Due Diligence.

(a)

Diligence Period. Buyer shall have a period of time beginning on the Effective Date and continuing until the Closing Date (the “Diligence Period”) to conduct Inspections, review the Due Diligence Items, and confirm the condition of title to the Property.

(b)

Inspections. During the Diligence Period, Buyer shall have the right to enter upon the Property for the purposes of surveying, staking, engineering, conducting soil tests, and conducting such other inspections, tests, reports, and studies as Buyer shall deem appropriate or desirable in Buyer’s sole and absolute discretion including, without limitation, (i) Phase I environmental studies and assessments and, if recommended by the Phase I, Phase II environmental studies and assessments, and (ii) verifications of zoning and code compliance (collectively, the “Inspections”). Seller shall permit and, to the extent reasonably required by Buyer, shall assist Buyer in providing access to Seller’s engineers, contractors, subcontractors, managers, and analysts in connection with Buyer’s Inspections.

(c)

Costs of; Prohibitions on Liens. All costs and expenses of Buyer’s Inspections shall be paid by Buyer when due, regardless of whether Closing occurs. Buyer shall not permit any mechanics’ or materialmen’s liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Buyer or any other party in connection with any inspections conducted by or for Buyer.

(d)

Indemnity. Buyer shall hold Seller harmless from, and indemnify Seller against, all cost, damage, expense, liability, lien, or claim which is caused by any act or omission of Buyer or any agent or employee of Buyer during the course of Buyer’s Inspections. Notwithstanding the preceding, Buyer shall have no liability for, or obligation to remedy, indemnify, or otherwise take any action: (a) to the extent Buyer’s inspections or tests discover or reveal pre-existing conditions, defects, liabilities, or claims in or to Seller’s title to the Property, or the physical or environmental condition of the Property, (b) by reason of Buyer fulfilling any mandatory reporting obligation placed upon Buyer by applicable law because of the information discovered or revealed during the Diligence Period, or (c) which arise from Seller’s gross negligence or willful misconduct. If Closing does not occur, then this Section 3(d) shall survive the expiration or earlier termination of this Agreement.

(e)

Title and Survey. Buyer has obtained or shall promptly obtain title insurance commitments (the “Title Commitments”) issued by the Title Company (as defined below). Buyer may, at Buyer’s sole cost and expense, obtain new surveys (the “Surveys”) of the Property to be prepared in accordance with Buyer’s requirements. If Buyer obtains Surveys, Buyer shall provide a copy of the Surveys to Seller no

later than five (5) days prior to the expiration of the Diligence Period or as soon thereafter as the Survey is available to Buyer. No later than ten (10) business days prior to the expiration of the Diligence Period, Buyer shall provide written notice to Seller (the “Title Notice”) of any material exceptions or conditions related to title contained in the Title Commitments or Surveys (the “Title Matters”) which are unacceptable to Buyer, in Buyer’s sole and absolute discretion, and which cure action(s) thereon will be acceptable to Buyer, in Buyer’s sole and absolute discretion (the “Title Objections”). If Buyer fails to timely provide the Title Notice, then Buyer shall be deemed to have waived its right to object hereunder and to have accepted all matters related to title contained in the Title Commitments or Surveys. Although Seller may elect, in Seller’s sole and absolute discretion, to cure or attempt to cure any one or more Title Objections, Buyer acknowledges and agrees that Seller has no obligation to cure any Title Objections, save and except each Monetary Lien (as defined below), which shall be released and removed from the Property at Closing. Seller shall, within five (5) business days following receipt of the Title Notice, provide written notice (the “Seller’s Title Notice”) to Buyer stating whether Seller elects to cure any of the Title Objections in the manner required by Buyer in the Title Notice; provided that if Seller fails to provide Seller’s Title Notice, then Seller shall be deemed to have elected not to cure any of the Title Objections. If Seller elects to cure less than all of the Title Objections in the manner required by Buyer in the Title Notice (or are deemed to have elected not to cure), then Buyer shall have the right to: (a) terminate this Agreement as to the parcels of the Property which such Title Objection pertains to by written notice to Seller (the “Title Termination Notice”) given prior to the expiration of the Diligence Period, in which event this Agreement shall terminate, and neither party shall owe any further obligation or liability to the other party under this Agreement, except for those obligations and liabilities which expressly survive the termination hereof, or (b) proceed to Closing and accept the respective Property, subject to the Permitted Exceptions (as defined below), without a reduction of the Purchase Price. Buyer’s failure to serve a Title Termination Notice shall be deemed Buyer’s election to accept the conveyance under clause (b) above. All Title Objections that Seller agreed to cure shall be cured by Seller prior to the Closing in the manner required by Buyer in the Title Notice. In the event Seller fails to timely cure any material Title Objection, Purchaser may either (i) terminate this Agreement by providing Seller with at least three (3) days written notice, or (ii) waive such Title Objection and proceed with Closing. All Title Matters set forth in the Title Commitments and the Surveys to which Buyer does not object in the Title Notice, and all Title Objections as to which Buyer has waived its objection as set forth above are referred to collectively as the “Permitted Exceptions.” The amount necessary to discharge each Monetary Lien and any other Title Objections that Seller agreed to cure may be paid out of the proceeds of the monies otherwise payable to Seller at the Closing. Notwithstanding anything to the contrary set forth herein, Seller shall be obligated to satisfy and remove as exceptions to title, at Closing, any security instruments, mortgages, deeds of trust, monetary lien, judgements, or other matters that can be removed by the payment of money (each a “Monetary Lien”) encumbering the Property or any part thereof, and any lien or encumbrance that

attached to the Property from and after the Effective Date which was not caused by the actions of Buyer or any party claiming by, through or under Buyer. Should any update of the Title Commitments or Surveys received between the expiration of the Diligence Period and Closing reveal any new title exceptions, Buyer shall be entitled to the same process outlined hereinabove for its original title review and objections.

(f)

Buyer’s Diligence Termination Right. If the Property is not satisfactory to Buyer, in Buyer’s sole and absolute discretion, for any reason or no reason, whether related or unrelated to the Inspections or Title Matters, then Buyer may, by written notice to Seller given on or before the expiration of the Diligence Period, terminate this Agreement as to any or all of the parcels comprising the Property by written notice to Seller (the “Diligence Termination Notice”), following which neither Party shall owe any further obligation or liability to the other Party under this Agreement, except for those obligations and liabilities which expressly survive the termination hereof. If Buyer fails to timely deliver a Diligence Termination Notice as to any or all of the parcels comprising the Property, then Buyer shall be deemed to have elected to proceed to Closing in relation to the respective Property. For the avoidance of doubt, the termination right afforded to Buyer pursuant to Section 3 (e) is separate, apart, and additional to the termination right afforded to Buyer under this Section 3(f).

(g) Due Diligence Materials. Notwithstanding anything herein to the contrary, in the event this Agreement terminates, Purchaser shall provide all due diligence materials to Purchaser within three (3) days of such termination which shall include, without limitation, any surveys or environmental reports.

Conditions to Closing.

(a)

Buyer’s Conditions. The following are conditions precedent to Buyer’s obligation to purchase the Property:

(i)

MIPA. CleanSpark TN, LLC and Exponential Digital LLC have executed and delivered that certain Membership Interest Purchase Agreement of even date herewith for the purchase and sale of the entire membership interests of Decatur Technologies LLC, Oneida Technologies LLC, Tazewell Technologies LLC, Campbell Technologies LLC, West Crossville Technologies LLC, Winfield Technologies LLC, and Jellico Technologies LLC (the “MIPA”).

(ii)

Title. Title to the Real Property shall be good and marketable, and insurable as such pursuant to the standard stipulations and conditions of the most current form of ALTA Policy of Title Insurance in use in the State of Tennessee (the policies issued to Buyer pursuant to the Closing shall be referred to as the “Title Policies”). Notwithstanding anything contained in this Agreement, Seller shall cause to be paid, discharged and released at Closing: (i) all mortgages, deeds of trust, and deeds to secure debt or other

monetary lien voluntarily granted or expressly assumed by Seller and encumbering the Real Property; (ii) all past due real estate taxes and assessments which constitute a lien against the Real Property; (iii) all mechanic’s liens encumbering the Real Property; and (iv) all other liens, judgments, or encumbrances that may be satisfied by the payment of money. Seller shall obtain all certificates, approvals, and other instruments, if any, required by applicable laws to permit title to the Real Property to be lawfully transferred to Buyer. Seller shall neither place nor consent to any Title Matters attaching, encumbering, or otherwise affecting the Property from and after the Effective Date, or amend, terminate, or renew any instruments memorialize any Title Matters which exist on the Effective Date, without in each case the prior written consent of Buyer, which consent may be withheld, conditioned, or delayed in Buyer’s sole and absolute discretion. Should Seller suffer the attachment, encumbrance, modification, or alteration of any Title Matters from and after the Effective Date, then Seller shall, promptly following Seller’s notice thereof, provide Buyer with notice and documentation thereof.

(iii)

Subdivision of Real Property. That part of the Real Property consisting of a portion of 5784 Plateau Road, Crossville, Tennessee, as described in Exhibit B hereto (the “Campbell Junction Property”), constitutes a legally permissible real estate and tax parcel under the laws of the applicable municipality. The Campbell Junction Property shall be severed from the remainder of tax parcel number 048 007.00 upon recordation of the deed of the Campbell Junction Property from Seller to Buyer, without the requirement for government approval.

(iv)

Accuracy of Seller’s Representations and Warranties. All of Seller’s representations and warranties contained in or made pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date.

(v)

No Seller Breach. There shall be no material breach of Seller’s covenants and obligations set forth in this Agreement.

(vi)

Seller’s Deliveries. Seller shall have delivered the items described in Section 5(b) to Buyer or to the Title Company (as defined in Section 5(a)).

(vii)

Title Insurance. As of the Closing, the Title Company will issue or have committed to issue the Title Policies to Buyer.

(viii)

NASDAQ Approval. On or before the Closing Date, any prior approvals required by NASDAQ rules or applicable law that pertain to Buyer as an affiliate of a listing corporation shall have been obtained in writing, without qualification or condition.

(ix)

Governmental Approvals. On or before the Closing Date, any federal, state, or local governmental approvals (including any zoning approval) required for the operation of a bitcoin mining operation at the Property shall have been obtained in writing, without qualification or condition.

(x)

Contract for Electric Service. On or before the Closing Date, Buyer, or an affiliate thereof, shall enter into a contract for the provision of electric power to the Property in a capacity that is adequate (in Buyer’s sole discretion) for Buyer’s intended use of bitcoin mining, and otherwise is on commercially reasonable terms, in Buyer’s reasonable opinion.

Buyer covenants to use good faith efforts to obtain the approvals, if any, required by paragraphs (vii), (viii) and (ix) above, prior to Closing. The Closing pursuant to this Agreement shall be deemed a waiver by Buyer of all unfulfilled conditions hereunder benefiting Buyer.

(b)

Seller’s Conditions. It shall be a condition precedent to Seller’s obligation to sell the Property that all of Buyer’s representations and warranties contained in or made pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date, that there shall be no material breach of Buyer’s covenants and obligations set forth in this Agreement, and that Buyer shall have delivered the items described in Section 5(c) to Seller or to the Title Company. The Closing pursuant to this Agreement shall be deemed a waiver by Seller of all unfulfilled conditions hereunder benefiting Seller.

(c)

Benefit of Conditions. The conditions set forth in Sections 4(a) are for the exclusive benefit of Buyer and the conditions set forth in Section 4(b) are for the exclusive benefit of Seller.

Closing and Escrow.

(a)

Closing. The closing of the purchase and sale contemplated by this Agreement (the “Closing”) shall occur within forty-five (45) days of the closing of the transactions contemplated under the MIPA (the “Closing Date”), but in no event later than December 31, 2024. Buyer, in its sole discretion, may accelerate the Closing Date to a date of its choice upon at least five (5) days’ prior notice to Seller. The Closing shall take place by correspondence at the office of Land Services USA, LLC (the “Title Company”), or through escrow with Title Company serving as the escrow agent. Seller agrees to deliver possession of the Property to Buyer on the Closing Date.

(b)

Seller’s Deliveries. At or before the Closing, Seller shall deliver to Buyer the following:

(i)

a duly executed and acknowledged Special Warranty Deed for each of the parcels constituting the Real Property, in the form attached hereto as Exhibit C, conveying to the Buyer the Real Property and the Improvements;

(ii)

a duly executed Bill of Sale for the Personal Property, if any, in the form attached hereto as Exhibit D;

(iii)

terminations of any and all leases between Seller and Campbell Technologies LLC, West Crossville Technologies LLC, Winfield Technologies LLC, and Jellico Technologies LLC (together, the “Leases”), respectively, duly executed by Seller and the respective tenant(s) thereto, with an effective date occurring on or before the Closing Date;

(iv)

counterparts of any required transfer tax returns, or in each instance and if available, an electronic filing of such returns, together with the required payment of applicable transfer taxes, pursuant to the requirements of the State of Tennessee and local taxing authorities;

(v)

an affidavit pursuant to Section 1445(b)(2) of the Federal Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Federal Code;

(vi)

an Affidavit of Title from Seller in a form reasonably acceptable to the Title Company, sufficient to permit the Title Company to delete from the title commitment for the Real Property the standard exceptions for mechanics’ liens, parties in possession, and unrecorded liens and encumbrances resulting from the actions of Seller prior to the Closing Date.

(vii)

a closing statement prepared by Title Company and approved in writing by Seller;

(viii)

such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller as shall be reasonably required in connection with this transaction;

(ix)

a certificate of Seller, duly executed by Seller, confirming that all of the representations and warranties of Seller contained in Section 6(a) hereof are true and correct in all material respects as of the Closing Date; and

(x)

any other documents, instruments or records which are reasonably required by Title Company to close the escrow and consummate the purchase of the Property in accordance with the terms hereof.

(c)

Buyer Deliveries. At or before the Closing, Buyer shall deliver to Seller the following:

(i)

cash or other immediately available funds in the amount of the Purchase Price;

(ii)

a duly executed counterpart of the termination of the Leases, as set forth in Section 5(b)(iii);

(iii)

such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Buyer as shall be reasonably required in connection with this transaction;

(iv)

a closing statement prepared by Title Company and approved in writing by Buyer;

(v)

a certificate of Buyer, duly executed by Seller, confirming that all of the representations and warranties of Seller contained in Section 6(b) hereof aretrue and correct in all material respects as of the Closing Date; and

(vi)

any other documents, instruments or records which are reasonably required by Title Company to close the escrow and consummate the purchase of the Property in accordance with the terms hereof.

(d)

Prorations. Real property taxes and assessments, water, sewer and utility charges, annual permits and/or inspection fees (calculated on the basis of the period covered), and other expenses normal to the operation and maintenance of the Property, shall be prorated as of 12:01 a.m. on the Closing Date on the basis of a 365-day year; provided that in relation to the Campbell Junction Property, Buyer shall only be responsible for the prorated amount of the aforesaid expenses attributable to the portion of the currently-existing parcel being conveyed by Seller and not the remainder of the parcel. Buyer hereby agrees that if any of therefore said prorations described in this Section 5(d) cannot be calculated accurately on the Closing Date, then the same shall be calculated within sixty (60) days after the end of the calendar year in which the Closing occurs, and either party owing the other party a sum of money based on such subsequent proration (s) shall promptly pay said sum to the other party. This Section 5(d) shall survive Closing.

(e)

Closing Costs and Adjustments. Seller shall pay the cost of any documentary stamp taxes, transfer taxes, or similar taxes applicable to the sale of the Property. Seller shall pay the premium for the Title Policies, excluding premiums for any extended coverage policy of title insurance, inspection and survey costs, and the cost of any endorsements to the Title Policies. Recording fees and one half of other costs and charges of the escrow for the sale shall be paid by Seller. Buyer shall pay one half of other costs and charges of the escrow for the sale. All other costs associated with the Closing shall be divided as is customary for closings in the location of Real Property.

(f)

Utilities. Seller shall cooperate with Buyer to transfer all utilities for the Property to Buyer’s name as of the Closing Date. Seller shall be entitled to recover any and all deposits made by Seller with respect to the Property held by any utility company as of the Closing Date or, if any such deposit is assignable and Seller so assigns them to Buyer, then the amount of such deposits shall be credited to Seller at Closing and the Purchase Price shall be adjusted accordingly. Purchaser shall pay any and all termination or assignment costs associated with the transfer or termination of such utilities.

(g)

Possession. Possession of the Property shall be delivered to Buyer on the Closing Date, free and clear of all tenancies.

Representations and Warranties.

(a)

Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer that as of the date of this Agreement and as of the date of the Closing:

(i)

No other person or entity has a valid contract or option to purchase, letter of intent, right of first refusal or first offer, or similar rights with respect to the Property that is now outstanding. Notwithstanding anything herein to the contrary, Purchaser acknowledges the existence of a right of first refusal (“ROFR”) between Seller and Plateau Electric Cooperative related to the Winfield, Tennessee property and that Purchaser and Seller shall cooperate to have such right of first refusal terminated and removed from title. In the event the Seller and Purchaser are unable to remove the ROFR, Seller shall purchase the remaining three tracts of the Property and terminate this Agreement as to the parcel affected by the ROFR.

(ii)

Seller has the right to transfer fee simple ownership to the Property to Buyer.

(iii)

Seller has received no notice from any governmental authority with jurisdiction over the Property of any current violation by the Property of any laws or regulations applicable to the Property. Seller shall immediately provide Buyer with a copy of any such notices received after the Effective Date.

(iv)

To the best of Seller’s knowledge, without a duty of inquiry or investigation, except for the Leases, there are no leases, licenses, or agreements for occupancy currently in effect with respect to all or any portion of the Property; and after Closing no current or former tenant has any claim of any kind against Seller in relation to the Property.

(v)

To the best of Seller’s knowledge, without a duty of inquiry or investigation, there are no contracts or agreements relating to the ownership, operation, and maintenance of the Property that will survive the Closing.

(vi)

There is no litigation pending or threatened against Seller that arises out of Seller’s ownership or operation of the Property.

(vii)

To the best of Seller’s knowledge, without a duty of inquiry or investigation, no condemnation or eminent domain proceedings are pending or threatened against the Property.

(viii)

All documents delivered to Buyer pertaining to the Property (the “Due Diligence Items”) are true and complete copies of the same documents (originals or copies) that are in Seller’s possession and used in connection

with the operation and management of the Property. None of the Due Diligence Items have been amended, modified, or terminated except as disclosed in writing to Buyer.

(ix)

Seller has received no notice of any violation of Environmental Laws or the presence or release of Hazardous Materials (as defined below) on or from the Property in violation of Environmental Laws except as may be disclosed in any environmental reports or assessments included in the Due Diligence Items. The term “Environmental Laws” means the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement, together with their implementing regulations, guidelines, rules or orders as of the date of this Agreement, and all state, regional, county, municipal and other local laws, regulations, ordinances, rules or orders that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials.

(x)

To the best of Seller’s knowledge, without a duty of inquiry or investigation, there are no structural or other defects in the Improvements, and the building systems at or servicing the Improvements or the Property are in good condition and working order.

(xi)

This Agreement and all documents executed by Seller which are to be delivered to Buyer at the Closing are or at the time of Closing will be duly authorized, executed, and delivered by Seller, and are or at the time of Closing will be legal, valid, and binding obligations of Seller.

(xii)

Seller is a corporation validly existing and in good standing under the laws of Texas with full power to enter into this Agreement, and Seller is duly qualified to transact business in Tennessee. This Agreement and all other documents executed by Seller and delivered to Buyer prior to or at the Closing (i) have been, or will be when delivered, duly authorized, executed and delivered by Seller; (ii) are binding obligations of Seller; (iii) do not violate the provisions of any agreement to which Seller is party or which affects the Property.

(xiii)

Seller (a) is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Department of the Treasury as a terrorist, “Specially Designated and Blocked Persons”, or other banned or blocked person, group, entity, nation or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Asset Control (“OFAC”) of the United States Department of the Treasury; and (b) is not engaged, directly or indirectly, in any dealings or transactions and is not otherwise associated with such person, group, entity or nation.

For purposes of this Agreement, whenever the phrase “to Seller’s knowledge” is used, it shall refer to the actual knowledge of Rahim Noorani and the officers of Seller for the Property.

The liability of Seller to Buyer for any default by Seller under the terms, including, without limitation, any representations or warranties of this Agreement shall be limited to the interest of Seller in the Property, it being intended that Seller, its officers, directors and employees shall not be individually or severally liable for any judgment or deficiency. Whenever in this Agreement there is imposed upon Seller the obligation to act in good faith or to use its best efforts, reasonable efforts, or diligence, Seller shall be required to do so only to the extent the same is economically feasible and otherwise will not impose upon Seller extreme financial or other burdens.

(b)

Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller that as of the date of this Agreement and as of the Closing Date:

(i)

Buyer is a limited liability company duly organized and validly existing under the laws of the State of Tennessee and is qualified to do business and in good standing under the laws of the State of Tennessee; this Agreement and all documents executed by Buyer which are to be delivered to Seller at the Closing are or at the time of Closing will be duly authorized, executed, and delivered by Buyer, and are or at the Closing will be legal, valid, and binding obligations of Buyer, and do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which Buyer is a party or to which it is subject.

(ii)

Buyer (a) is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Department of the Treasury as a terrorist, “Specially Designated and Blocked Persons”, or other banned or blocked person, group, entity, nation or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC; and (b) is not engaged, directly or indirectly, in any dealings or transactions and is not otherwise associated with such person, group, entity or nation.

Indemnification.

(a)

Seller Indemnification. Seller shall indemnify, protect, defend, and hold harmless Buyer from any claim, loss, damage, cost or expense, including all reasonable attorneys’ fees, asserted against or suffered by Buyer resulting from (i) third party claims that arise due to Seller’s breach prior to Closing of an agreement entered into by Seller or its agents with respect to the Property, (ii) third party claims for personal injury or property damage that arise from events that occurred on the

Property prior to Closing, and (iii) any breach of Seller’s representations and warranties contained in this Agreement.

(b)

Buyer Indemnification. Buyer shall indemnify, protect, defend, and hold harmless Seller from any claim, loss, damage, cost or expense, including all reasonable attorneys’ fees, asserted against or suffered by Seller resulting from (i) third party claims that arise due to Buyer’s breach after Closing of an agreement entered into or expressly assumed by Buyer or its agents with respect to the Property, (ii) third party claims for personal injury or property damage that arise from events that occur on the Property after Closing, and (iii) any breach of Buyer’s representations and warranties contained in this Agreement.

(c)

Continuation and Survival. The indemnification provisions of this Section 7 and all representations and warranties by the respective parties contained herein or made in writing pursuant to this Agreement shall survive the execution and delivery of this Agreement and the delivery of the deeds and transfer of title, provided that the non-representing party must give the representing party written notice of any claim it may have against the representing party for a breach of any such representation or warranty within twelve (12) months after the Closing Date (the “Survival Period”). Any claim which either party may have at any time, whether known or unknown, which is not asserted within the Survival Period shall not be valid or effective, and the representing party shall have no liability with respect thereto.

Seller’s Disclaimer; Condition of the Property.

(a)

Seller Disclosures and Buyer Acknowledgement. Buyer acknowledges the following:

(i)

Other than those specifically set forth in this Agreement, Seller is not making and has not at any time made any warranty or representation of any kind, expressed or implied, with respect to the Property, including, without limitation, warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, projections, or compliance with law.

(ii)

Other than those specifically set forth in this Agreement, Buyer is not relying upon and is not entitled to rely upon any representations and warranties made by Seller or anyone acting or claiming to act on Seller’s behalf.

“AS-IS. WHERE-IS AND WITH ALL FAULTS”.

BASED UPON BUYER’S FAMILIARITY WITH, AND DUE DILIGENCE RELATING TO, THE PROPERTY, AND IN DIRECT CONSIDERATION OF SELLER’S DECISION TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE, BUYER SHALL PURCHASE THE PROPERTY IN AN “AS IS, WHERE IS AND WITH ALL FAULTS” CONDITION ON THE CLOSING DATE AND ASSUMES FULLY THE

RISK THAT ADVERSE LATENT OR PATENT PHYSICAL, ENVIRONMENTAL, ECONOMIC, OR LEGAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATIONS, SUBJECT ONLY TO SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT OR THE DUE DILIGENCE ITEMS. SELLER AND BUYER ACKNOWLEDGE THAT THE COMPENSATION TO BE PAID TO SELLER FOR THE PROPERTY HAS TAKEN INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD SUBJECT TO THE PROVISIONS OF THIS SECTION 8. IF SELLER BREACHES ANY REPRESENTATION, WARRANTY, OR COVENANT HEREUNDER PRIOR TO CLOSING AND BUYER CLOSES ESCROW WITH ACTUAL KNOWLEDGE THEREOF, BUYER SHALL BE DEEMED TO WAIVE SUCH BREACH. THE CLOSING SHALL CONSTITUTE A REAFFIRMATION BY BUYER AND SELLER OF EACH OF THE PROVISIONS OF THIS SECTION 8 AND EACH OF THEM SHALL BE CONTINUING IN NATURE AND SHALL SURVIVE THE CLOSING. “ACTUAL KNOWLEDGE” OF BUYER FOR PURPOSES OF THIS SECTION SHALL REFER TO THE ACTUAL KNOWLEDGE OF THE MEMBERS AND OFFICERS OF BUYER WITHOUT SUCH PERSONS UNDERTAKING ANY INVESTIGATION OTHER THAN IN THE ORDINARY COURSE OF THEIR RESPONSIBILITIES IN CONNECTION WITH THE ACQUISITION OF THE PROPERTY.

THE PROVISIONS OF THIS PARAGRAPH WILL SURVIVE THE CLOSING OR ANY EXPIRATION OR TERMINATION OF THE CONTRACT AND MAY BE ADDED TO THE DEED BY SELLER.

10.

Condemnation and Casualty.

(a)

Condemnation. If any authority having the right of eminent domain shall commence negotiations with Seller or shall commence legal action against Seller for the damaging, taking, or acquiring of all or a portion of any of the parcels comprising the Property, either temporarily or permanently, by condemnation or by exercise of the right of eminent domain, Seller shall immediately give notice of the same to Buyer. If the damaging, taking, or acquiring would affect all or a portion of any parcel of the Property that, according to Buyer’s good-faith estimate, would involve a portion valued at more ten percent (10%) of the allocated Purchase Price amount of the respective parcel set forth in Section 2(a) herein (the “Threshold Amount”), Buyer shall have the right, at its option, to terminate this Agreement, either in total or in relation to the affected parcel, by giving notice thereof to Seller on or before the date of Closing, in which event Buyer shall be released of all further respective obligations hereunder. If Buyer does not so terminate this Agreement or the taking does not involve a portion of the Property in excess of the Threshold Amount, the Purchase Price for the Property shall be reduced by the total of any awards, settlement proceeds, or other proceeds received by Seller prior to date of Closing with respect to any damaging, taking or acquiring. At Closing, Seller shall assign to Buyer all rights of Seller in and to any such awards, settlement proceeds, or other proceeds which are payable at or after the date of Closing. The risk of condemnation or eminent domain shall be borne by Seller until the date of Closing.

In the event of any negotiations with any authority regarding the payment of any awards or other sums or regarding any settlement on account of any damaging, taking, or acquiring through condemnation or eminent domain, Seller will inform Buyer of all such negotiations of which Seller has notice and will permit Buyer to take part therein.

(b)

Casualty. Seller shall promptly give notice to Buyer of any damage by casualty to the Property as soon as reasonably practicable after the occurrence thereof. If the Property suffers any damage by casualty in excess of the Threshold Amount with respect to the affected parcel(s), which is not repaired by the Closing Date, then Buyer shall have the right and option to terminate this Agreement, either in total or in relation to the affected parcel, within thirty (30) days after the date of the receipt of notice of casualty or by the Closing Date, whichever first occurs. If Buyer does not elect to terminate this Agreement by such date, or if the casualty is equal to or less than the Threshold Amount, then this transaction shall close without increase or decrease in the Purchase Price and Buyer shall be entitled to all insurance proceeds relating to such repairs and to a credit from Seller at Closing for any deductible.

11.

Defaults and Remedies.

(a)

Buyer’s Default. If Buyer shall default in the observance or performance of Buyer’s obligations under this Agreement and the Closing does not occur as a result thereof (a “Buyer Default”), Seller shall be entitled to recover all out of pocket costs, expenses, or damages incurred by Seller, including reasonable attorneys’ fees, in an amount not to exceed Fifty Thousand and No/100 Dollars ($50,000.00). SELLER AND BUYER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A BUYER DEFAULT AND THAT THE DEPOSIT, AS THE CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A BUYER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW.

(b)

Seller’s Default. If Seller defaults in any of its obligations to be performed on or before the Closing Date and the Closing does not occur as a result thereof (a “Seller Default”), Buyer shall have the right, subject to the other provisions of this Section 10(b): (i) to seek specific performance of Seller’s obligations hereunder and recover therefrom Buyer’s costs and expenses in connection therewith, including reasonable attorneys’ fees (it being expressly acknowledged by Seller that the remedy of specific performance is an appropriate remedy in the event of Seller Default under this Agreement), provided that any action for specific performance shall be commenced within ninety (90) days after Buyer delivers written notice of a Seller Default, or (ii) to recover from Seller all out of pocket costs, expenses, or damages incurred by Buyer, including reasonable attorneys’ fees, in an amount not

to exceed Fifty Thousand and No/100 Dollars ($50,000.00), and terminate this Agreement. Upon delivery of such out of pocket costs, expenses, and damages, this Agreement shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. If, however, the equitable remedy of specific performance is not available, Buyer may seek any right or remedy available at law or in equity.

(c)

Survival. The provisions of this Section 10 shall survive the Closing or termination of this Agreement.

12.

Miscellaneous.

(a)

Notices. Any notice required or permitted to be given under this Agreement shall be in writing and (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by Federal Express or similar nationally recognized overnight courier service, or (iv) transmitted by electronic mail with a hard copy sent within one (1) Business Day by any of the foregoing means. Such notice shall be deemed to have been given upon the date of actual receipt or delivery (or refusal to accept delivery), as evidenced by the notifying party’s receipt of written or electronic confirmation of such delivery or refusal, if received by the party to be notified between the hours of 8:00 A.M. and 5:00 P.M. Central Standard time on any Business Day, with delivery made after such hours to be deemed received the following Business Day. For purposes of notice, the addresses of the parties shall be as follows:


If to Seller:	US Farms & Mining Inc ___________________ ___________________ Email: ssninvestments@gmail.com
with a copy to:	Vellani Law 14090 Southwest Freeway Suite 150 Sugar Land, Texas 77478 Attn: Will Allen Shindler Jr. Email: WAShindler@VellaniLaw.com
If to Buyer:	CSRE Properties Tennessee, LLC c/o CleanSpark, Inc. 10624 S. Eastern Ave., Ste. A-638 Henderson, NV 89052 Attention: Legal Email: legal@cleanspark.com
with a copy to:	Cozen O'Connor 1717 Main Street, Suite 3100 Dallas, TX 75238

     
    Attention: Steven P. Katkov, Esq.
Email: skatkov@cozen.com

or such other address as either party may from time to time specify in writing delivered to the other in accordance with this Section 11(a).

(b)

Brokers and Finders. Neither party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or other person who can claim a right to a commission or finder’s fee as a procuring cause of the sale contemplated herein. The provisions of this Section 11(b) shall survive the Closing.

(c)

Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and permitted assigns. Buyer shall have the right to assign this Agreement without the consent of Seller. No assignment of this Agreement shall relieve the assignor from primary liability for its obligations hereunder.

(d)

Amendments. Except as otherwise provided herein, this Agreement may be amended or modified only by a written instrument executed by Seller and Buyer.

(e)

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

(f)

Merger of Prior Agreements. This Agreement and the exhibits hereto constitute the entire agreement between the parties with respect to the purchase and sale of the Property and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

(g)

Attorneys’ Fees. In any judicial action or proceeding between or among the parties to enforce any of the provisions of this Agreement regardless of whether such action or proceeding is prosecuted to judgment and in addition to any other remedy, the non-prevailing party shall pay to the prevailing party all out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred therein by the prevailing party. For the purposes of this Section 11(g), the term “prevailing party” shall mean the party which obtains substantially the relief it sought to obtain.

(h)

Business Day. As used herein, the term “Business Day” shall mean a day that is not a Saturday, Sunday or legal holiday in the state where the Property is located. In the event that the date for the performance of any covenant or obligation under this Agreement, or delivery of any notice, shall fall on a non-Business Day, the date for performance thereof shall be extended to the next Business Day.

(i)

Time of the Essence. Time is of the essence of this Agreement.

(j)

Construction. This Agreement has been negotiated by the parties who have had the opportunity to consult their respective counsel. This Agreement shall not be

construed more strictly against one party hereto than against any other party hereto merely by virtue of the fact that it may have been prepared by counsel for one of the parties.

(k)

Exhibits. All exhibits are attached hereto and incorporated herein by this reference.

(l)

Headings. Headings at the beginning of any paragraph or section of this Agreement are solely for the convenience of the parties and are not a part of this Agreement or to be used in the interpretation hereof.

(m)

Waiver. No waiver by Buyer or Seller of a breach of any of the terms, covenants, or conditions of this Agreement by the other party shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained. The consent or approval by Buyer or Seller to or of any act by the other party requiring the consent or approval of the first party shall not be deemed to waive or render unnecessary such party’s consent or approval to or of any subsequent similar acts by the other party.

(n)

Severability. If any phrase, clause, sentence, paragraph, section, article, or other portion of this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law.

(o)

Counterparts; Electronic Signatures, This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute one agreement. This Agreement may be executed by a party’s signature transmitted by facsimile (“fax”) or by electronic mail in pdf format (“pdf”), and copies of this Agreement executed and delivered by means of faxed or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties hereto may rely upon faxed or pdf signatures as if such signatures were originals.

(p)

Buyer Disclosure Obligations and SEC Restrictions. Notwithstanding any agreement between Seller and Buyer regarding confidential information or nondisclosure to the contrary, Seller acknowledges that Buyer is a corporation listed on NASDAQ and subject to certain disclosure obligations required by the U.S. Securities and Exchange Commission (“SEC”). Seller and Buyer will work together and cooperate to ensure that press releases and SEC filings in respect of the transfer of the Property are mutually agreed and acceptable, subject to any legal requirements. Seller acknowledges that certain information exchanged in the context of the transfers described in this Agreement may constitute material non-public information under United States federal securities laws, and that United States federal securities laws prohibit any person who has received material non-public information relating to Buyer from purchasing or selling securities of Buyer, or from communicating such information to any person under circumstances in

which it is reasonably foreseeable that such person is likely to purchase or sell securities of Buyer. Failure by Seller to adhere to the provisions of this shall constitute a material breach of this Agreement.

(q)

1031 Exchange. Seller and/or Buyer may wish to effect a I.R.C. Section 1031 tax-deferred exchange and both parties agree to cooperate to facilitate such exchange; provided, however, that the exchanged property shall be directly deeded to the party effecting such exchange, neither party shall incur additional cost or expense on the other party’s behalf, and such exchange shall not cause any delays in the time periods or scheduled Closing Date specified in this Agreement.

(r)

Waiver and Release of Claims. Seller hereby releases and forever discharges Decatur Technologies LLC, Oneida Technologies LLC, Tazewell Technologies LLC, Campbell Technologies LLC, West Crossville Technologies LLC, Winfield Technologies LLC, and Jellico Technologies LLC, and their respective successors and assigns (together, the “Released Parties”), from all claims, liabilities, obligations, promises, agreements, disputes, demands, damages, or any causes of action of any nature, known or unknown, to the extent if any, that Seller has or may have the same against such entities, including, but not limited to, those first arising out of the Leases on or before the Effective Date. This Section 11(r) is for the benefit of Buyer and its affiliate, CleanSpark TN, LLC, in connection with the contemporaneous acquisition of the membership interests of the Released Parties by CleanSpark TN, LLC pursuant to the MIPA.

* * * * * *

(Signatures Follow)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

SELLER:

US FARMS & MINING, INC.,

a Texas corporation

By: /s/ Sadit Noorani________
Name: Sadit Noorani________
Its: President .

[Seller signature page to Real Estate Purchase and Sale Agreement – Tennessee properties]

BUYER:

CSRE PROPERTIES TENNESSEE, LLC,
a Tennessee limited liability company

By: /s/ Zachary Bradford .
Name: Zachary Bradford .
Its:_Manager_________________

[Buyer signature page to Real Estate Purchase and Sale Agreement – Tennessee properties]

CleanSpark to Add 5 EH/s and Increase 2024 Guidance With Acquisition of

Seven Additional Bitcoin Mining Facilities in Tennessee

Expected to add over 85 MW of immediately available capacity

LAS VEGAS, Sept. 11, 2024 -- CleanSpark Inc. (Nasdaq: CLSK), America's Bitcoin Miner® (the “Company”) today announced it has entered into definitive agreements to acquire seven bitcoin mining facilities and certain associated land in the Knoxville, Tennessee, area for total cash payments of $27.5 million, or approximately $324,000 per megawatt. This acquisition builds on the Company’s strategy of securing high-quality infrastructure opportunities at market-leading valuations.

The Company anticipates closing at each of the sites on or before September 25, 2024. The operating hashrate of the combined facilities is anticipated to result in 5 exahashes per second (EH/s) once the latest generation S21 pro miners are installed, increasing the Company’s current hashrate by over 22 percent. The miners required for this expansion have recently arrived and will be installed promptly upon the closing of each site. The seven sites total 85 MW and range in size from 10 MW to 20 MW.

“With the energization of our Dalton 4 campus last week, we’ve already surpassed 23 EH/s and expect more hashrate to come online this week from the energization of 50 MW of S21 pros in Sandersville. With this additional 5 EH/s expected to begin hashing over the coming weeks, we now expect to achieve 37 EH/s before the end of 2024. As we’ve previously discussed, our timing of the market on mining server purchases intentionally locked in low prices so that we could take advantage of opportunities like this and immediately fill acquired data center space. The GRIID acquisition, our recent closing in Wyoming, and now this new transaction represents the continued execution of our growth strategy. Tennessee has a similar political and energy environment to Georgia, where we’ve deployed nearly $1B of capital and operate nearly 500 MW,” said Zach Bradford, CEO. “Applying the same winning community-oriented strategy to The Volunteer State is our plan as we expand our presence in the region and continue showcasing how Bitcoin can benefit the local power grid and communities where we’re located.”

About CleanSpark
CleanSpark (Nasdaq: CLSK) is America's Bitcoin Miner®. We own and operate multiple data centers that primarily run on low-carbon power. Our infrastructure responsibly supports Bitcoin, the world's most important digital commodity and an essential tool for financial independence and inclusion. We cultivate trust and transparency among our employees and the communities we operate in. Visit our website at www.cleanspark.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this press release, forward-looking statements include, but may not be limited to, statements regarding the Company's expectations, beliefs, plans, intentions, and strategies. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the timing and closing of the acquisitions in the Knoxville, Tennessee area; anticipated additions and targets to CleanSpark's hashrate and the timing thereof; the risk that the electrical power available to our facilities does not increase as expected; the

success of its digital currency mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which we operate; increasing difficulty rates for bitcoin mining; bitcoin halving; new or additional governmental regulation; the anticipated delivery dates of new miners; the ability to successfully deploy new miners; the dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the expectations of future revenue growth may not be realized; and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023, and any subsequent filings with the SEC. Forward-looking statements contained herein are made only as to the date of this press release, and we assume no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.

Investor Relations Contact
Brittany Moore
702-989-7693
ir@cleanspark.com

Media Contact
Eleni Stylianou
702-989-7694
pr@cleanspark.com

Document And Entity Information	Sep. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 10, 2024
Entity Registrant Name	CLEANSPARK, INC.
Entity Central Index Key	0000827876
Entity Emerging Growth Company	false
Entity File Number	001-39187
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	87-0449945
Entity Address, Address Line One	10624 S. Eastern Ave.
Entity Address, Address Line Two	Suite A - 638
Entity Address, City or Town	Henderson
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89052
City Area Code	(702)
Local Phone Number	989-7692
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CLSK
Security Exchange Name	NASDAQ