Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On June 26, 2024, CleanSpark, Inc., a Nevada corporation ("CleanSpark"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with GRIID Infrastructure Inc., a Delaware corporation ("GRIID"), and Tron Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CleanSpark ("Merger Sub").

The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into GRIID (the "Merger"), with GRIID surviving and continuing as the surviving corporation in the Merger, and, (2) at the effective time of the Merger (the "Effective Time"), holders of each outstanding share of common stock, par value $0.0001 per share, of GRIID ("GRIID Common Stock") will receive, in exchange for each share of GRIID Common Stock held immediately prior to the Merger (other than certain excluded shares), that number of shares of common stock, par value $0.001 per share, of CleanSpark ("CleanSpark Common Stock") equal to the quotient obtained by dividing the Aggregate Merger Consideration (as defined below) by the total number of shares of GRIID Common Stock issued and outstanding as of the closing date of the Merger (the "Exchange Ratio"). The term "Aggregate Merger Consideration" means the quotient obtained by dividing (x) the sum of (i) $155,000,000 minus (ii) the amount of GRIID's outstanding liabilities as of the closing date of the Merger (net of cash on hand), including all Indebtedness (as defined in the Merger Agreement), plus up to $5 million in severance obligations that would be due and payable upon termination of certain employees identified by CleanSpark prior to the closing date, by (y) $16.587 (which is the volume-weighted average price of CleanSpark Common Stock for the two consecutive trading days prior to the date of the Merger Agreement).

The Merger Agreement provides that, at the Effective Time, each GRIID restricted stock unit award that is outstanding immediately prior to the Effective Time will immediately vest with respect to 100% of the shares of GRIID Common Stock subject to such GRIID restricted stock unit award, which shares of GRIID Common Stock will be converted into the right to receive the merger consideration with respect to each share of GRIID Common Stock. Further, the Merger Agreement provides that, at the Effective Time, each outstanding vested compensatory option to purchase shares of GRIID Common Stock will be canceled and converted into the right to receive that number of shares of CleanSpark Common Stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the merger consideration value over the per share exercise price of the applicable option, multiplied by (B) the number of shares of GRIID Common Stock subject to such option immediately prior to the Effective Time, divided by (ii) the volume-weighted average price of CleanSpark Common Stock for the two consecutive trading days prior to the date of the Merger Agreement. Any GRIID option that has an exercise price per share of GRIID Common Stock that is equal to or greater than the merger consideration value will be canceled for no consideration.

At the Effective Time, each outstanding and unexercised warrant to purchase shares of GRIID Common Stock will be converted into a warrant to purchase a number of shares of CleanSpark Common Stock, rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of GRIID Common Stock subject to such warrant as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio. The exercise price per share of CleanSpark Common Stock underlying such warrant will be equal to the quotient obtained by dividing (x) the per share exercise price applicable to such warrant immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent. Each such CleanSpark warrant shall be on the same terms and conditions as were applicable under such GRIID warrant immediately prior to the Effective Time.

The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the receipt of the required approvals from GRIID stockholders, (2) the absence of any governmental order or law that makes consummation of the Merger illegal or otherwise prohibited, (3) the effectiveness of the registration statement on Form S-4 to be filed by CleanSpark pursuant to which the shares of CleanSpark Common Stock to be issued in connection with the Merger are registered with the Securities and Exchange Commission (the "SEC"), and (4) the authorization for listing of CleanSpark Common Stock to be issued in connection with the Merger on The Nasdaq Stock Market LLC. The obligation of each party to consummate the Merger is also conditioned upon (1) the other party's representations and warranties being true and correct (subject to certain materiality exceptions), (2) the other party having performed in all material respects its obligations under the Merger Agreement, (3) the absence of a material adverse effect on the other party and (4) the receipt of an officer's certificate from the other party confirming that the foregoing conditions (1)-(3) have been satisfied.

The Merger Agreement contains customary representations and warranties of CleanSpark and GRIID relating to their respective businesses, financial statements and public filings, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants for each party including, subject to certain exceptions, covenants to conduct their respective businesses in the ordinary course consistent with past practice and to refrain from taking certain actions without the other party's consent. CleanSpark and GRIID also agreed to use their respective reasonable best efforts to cause the Merger to be consummated, subject to certain limitations set forth in the Merger Agreement. CleanSpark and GRIID have agreed to file the registration statement on Form S-4 and the proxy statement for GRIID's special meeting of stockholders no later than 60 days after the signing date of the Merger Agreement.

The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, GRIID will be subject to certain restrictions on its ability to solicit alternative competing proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative competing proposals, subject to customary exceptions. GRIID is required to call a special meeting of its stockholders to approve the Merger Agreement and, subject to certain exceptions, to recommend that its stockholders approve the Merger Agreement.

The Merger Agreement contains termination rights for each of CleanSpark and GRIID, including, among others, (1) by mutual written consent of CleanSpark and GRIID, (2) by either CleanSpark or GRIID if the Merger has not been consummated on or before 5:00 p.m. Las Vegas, Nevada time, on March 31, 2025 (provided that such right will not be available to any party whose failure to fulfill any material covenant or agreement under the Merger Agreement caused of or resulted in the failure of the Merger to occur on or before such date), and (3) if the stockholders of GRIID do not approve the Merger Agreement at its special meeting of stockholders.

Additionally, the Merger Agreement permits GRIID, subject to compliance with certain requirements and payment of a termination fee (described below), to terminate the Merger Agreement to enter into a definitive agreement for a superior alternative competing proposal than the Merger.

Upon termination of the Merger Agreement under specified circumstances, including, among others, the (1) termination by GRIID to enter into a definitive agreement for a superior alternative competing proposal than the Merger, (2) termination by CleanSpark in the event of a change of recommendation by the GRIID board of directors or (3) termination by CleanSpark because GRIID, its subsidiaries or any of its directors or officers materially breached its non-solicitation obligations, GRIID would be required to pay CleanSpark a termination fee of $1.5 million. In addition, if the Merger Agreement is terminated because of a failure of GRIID's stockholders to approve the Merger, GRIID will be required to reimburse CleanSpark for certain expenses incurred in connection with the Merger. In no event will CleanSpark be entitled to receive more than one termination fee, net of any expense reimbursement.

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about CleanSpark, Merger Sub or GRIID. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in CleanSpark's or GRIID's public disclosures.

Credit Agreement

Pursuant to the Merger Agreement, CleanSpark and GRIID have entered into a senior secured term loan credit agreement (the "Credit Agreement") under which CleanSpark provided a term loan of $55,918,638.68 (the "Term Loan Amount") to GRIID, which amounts GRIID is permitted to use solely for certain purposes as set forth in the Credit Agreement. The entire Term Loan Amount was borrowed on June 26, 2024, and any amounts repaid prior to the maturity date cannot be reborrowed.

The maturity date of the term loan is the earlier of (i) June 26, 2025, or (ii) 90 days after the termination of the merger transaction between CleanSpark and GRIID under the Merger Agreement (other than a termination resulting solely from the breach of CleanSpark). On the maturity date, the principal and any accrued but unpaid interest must be paid. The term loan bears interest at a rate of 8.5% per annum. The Credit Agreement contains customary representations, warranties, covenants, and events of default for a deal of this type.

The foregoing description of the Credit Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Voting Agreements

On June 26, 2024, concurrently with the execution and delivery of the Merger Agreement, CleanSpark and GRIID entered into a separate Voting Agreement (each, a "Voting Agreement" and together, the "Voting Agreements") with each of Griid Holdings, LLC ("Griid Holdings") and Adit EdTech Sponsor, LLC ("Adit EdTech"), pursuant to which and on the terms and subject to the conditions thereof, among other things, Griid Holdings and Adit EdTech have agreed, until the earlier to occur of (i) the Effective Time of the Merger, (ii) the date and time the Merger Agreement is validly terminated pursuant to its terms and (iii) the termination the Voting Agreement (the

"Voting Agreement Expiration Time,") to vote all of the shares of GRIID Common Stock beneficially owned by them at the time of the GRIID special meeting (or cause the holder of record on any applicable record date to vote such shares):

As of the date of execution of the Merger Agreement, the shares of GRIID Common Stock owned by Griid Holdings represent approximately 42.34% of the outstanding shares of GRIID Common Stock. James D. Kelly III, a director and Chief Executive Officer of GRIID, is the sole member of Griid Holdings. As of the date of execution of the Merger Agreement, the shares of GRIID Common Stock owned by Adit EdTech represent approximately 9.78% of the outstanding shares of GRIID Common Stock. David L. Shrier serves on the board of directors of Adit EdTech and GRIID.

Certain other stockholders of GRIID, intended to represent a majority of the minority of the outstanding shares of GRIID Common Stock (excluding shares held by Griid Holdings, James D. Kelly III or Adit EdTech), are expected to enter into a Voting Agreement with CleanSpark and GRIID on the same terms within two business days after the signing of the Merger Agreement.

The foregoing description of the Voting Agreements are only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Hosting Agreement

On June 26, 2024, concurrently with the execution and delivery of the Merger Agreement, CleanSpark and GRIID entered into a Colocation Mining Services Agreement (the "Hosting Agreement"), pursuant to which GRIID agreed to host and power certain of CleanSpark's cryptocurrency mining equipment at GRIID facilities. In accordance with the terms of the Hosting Agreement, all of the power available for use at GRIID's facilities will be made available for use by CleanSpark. The initial term of the Hosting Agreement is one-year, after which it automatically renews for up to seven additional six-month periods unless CleanSpark provides GRIID written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current initial term or renewal term, as applicable. In addition to allowing for termination rights by either party in the event of uncured breach by the other, CleanSpark has additional termination rights relating to GRIID ceasing to conduct its business in the normal course, GRIID's insolvency and upon the occurrence of certain bankruptcy-related events, as set forth in the Hosting Agreement.

Under the Hosting Agreement, GRIID must use its best efforts to terminate all other hosting, colocation services and similar agreements with third parties in effect as of June 26, 2024 (the "Existing Hosting Agreements") and is further prohibited from renewing any Existing Hosting Agreement or entering into new agreements with third parties providing for hosting, colocation mining and similar services at GRIID's facilities.

Within five (5) business days of the execution date of the Hosting Agreement, CleanSpark is required to pay a refundable deposit to GRIID in the amount of $1 million. Pursuant to the Hosting Agreement, CleanSpark will pay GRIID certain service fees based on allocable operating costs incurred by GRIID and for kilowatt hours consumed by CleanSpark's mining equipment, along with a variable performance fee calculated based on the profitability of the bitcoin mined during the relevant payment period.

The foregoing description of the Hosting Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Hosting Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.

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