展示4.1

warrants契約

この warrants契約（以下「契約」）は2024年10月30日付けで、ネバダ州法人であるCleanSpark, Inc.（以下「会社」）とテキサス州法人であるSecurities Transfer Corporation（以下「Warrant Agent”).

セラーは、企業の発行済み株式資本の20%を表す株式を所有しています。2024年10月30日、GRIID Infrastructure Inc.（以下「会社」といいます）との間でインフラ関連に関する契約が完了しました。GRIID当該契約により、会社の直接の完全子会社であるTron Merger Sub, Inc.（以下「Merger Sub」といいます）が合併されました。Merger Subこの契約および合併計画書は2024年6月26日付けで締結されました（以下「契約」といいます）。合併契約書この契約に基づき、Merger SubはGRIIDと合併し、GRIIDが会社の直接の完全子会社として存続することになりました（以下「契約」といいます）。合併”);

セラーは、企業の発行済み株式資本の20%を表す株式を所有しています。合併の効力発生前に、GRIIDは、購入することができる未行使のwarrantsを保有していました（以下、「GRIID パブリック・ワラント）13,800,000株の普通株式、GRIIDの1株当たりの額面$0.0001（以下、「GRIID普通株式」）を$11.50の株価で購入する権利を持っており、未行使のGRIID普通株式を購入する権利を7,270,000株保有しています（以下、「GRIIDプライベート・ワラント普通株式1株当たり11.50ドルの価格で

セラーは、企業の発行済み株式資本の20%を表す株式を所有しています。合併契約およびその下で決定された交換比率に従い、合併の効力発生時に、合併の効力発生直前に未行使のままであった全GRIIDパブリックワラントは自動的に企業公開ワラント1株当たり0.001ドルの帳価を持つ企業の普通株式960,395株を購入する権利を有するワラント（普通株式効力発生時の1株当たり165.24ドルの普通株式1株を購入する権利を有し、ここで説明されている通りに調整されることになっているワラント、および効力発生直前に未行使のままであった全GRIIDプライベートワラントは自動的に企業プライベートワラント505,947株の普通株式を購入する権利に換えられました”, and together with the Company Public Warrants, the “warrants”) at an exercise price of $165.24 per share, subject to adjustment as described herein, in each case on the same terms and conditions as were applicable immediately prior to the effective time of the Merger;

セラーは、企業の発行済み株式資本の20%を表す株式を所有しています。, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

セラーは、企業の発行済み株式資本の20%を表す株式を所有しています。, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement; and

したがって本契約に含まれる相互の合意を考慮して、当事者は以下のように合意します:

1. ワラント代理人の任命会社はここにWarrant AgentをWarrantsのための代理人として任命し、Warrant Agentはここにその任命を受諾し、本契約の定めに従って同じ業務を遂行することに同意します。

2. warrants.

2.1 ワラントの形式各ワラントは、(a) 限りなく以下の形式でのみ発行されるべきであり、(b) 本契約書の実質的な形式であり、ここに組み込まれる規定を有し、かつ、(c) 取締役会の議長、社長、財務担当者、または会社の秘書の署名を受けるか、その署名が付されるべきである。署名がワラントに記載された人物が、そのワラントが発行される前にその役職を辞任していた場合、そのワラントは、発行時点においてそのような人物が辞任していなかったかのような効力を有するように発行されることがあります。 出品資料 A ここに、Warrantに明記の署名が、それらが発行される前にその人が辞任していた場合には、そのWarrantは、その署名者が辞任する前に発行されたものと同じような効力を持って発行することができます。

2.2 未公開のワラント本書の如何にかかわらず、任意のWarrantは、Warrant Agentおよび/またはThe Depository Trust Companyまたはその他の簿記入預金制度の施設を通じて簿記入式または電子記録形態で発行されることがあり、それは会社の取締役会またはその承認を受けた委員会によって決定されます。これらの形態で発行されたWarrantは、本契約書の条件に従ってWarrant Agentによって適切に裏書された、証券の形をとるWarrantと同じ条件と効力を持つものとします。

2.3 カウンターサインの効果上記のように托行された未公証ワラントについては、ワラント・エージェントによる連署が必要とされるが、本覚書に定める通りワラント・エージェントによって連署されるまで、ワラントは無効であり、その持有者によって行使されることはできません。

2.4 登録料.

2.4.1 引受手形登録簿登録簿（以下「登録簿」という。）を管理するワラント・エージェントは、ワラントの元々の発行および譲渡の登録を行う。ワラントの初回発行時には、当該ワラントが発行され、登録され、それぞれの保有者の名義で、会社からワラント・エージェントに引き渡された指示に従い、その他の項目を適切に行う。引受手形登録簿任意のワラントの譲渡登録のために提示される前に、当該ワラントに記載されている者を、ワラント登録簿に登録される者として取り扱い、扱うことができる

2.4.2 譲渡人」という者として取り扱い、扱うことができる。登録保有者ここに表示される個々のワラントとそれを代表する各ワラントについての絶対所有者（すなわち、当該ワラント証明書に他の会社またはワラントエージェント以外の誰かにより記載された所有表示またはその他の記述を考慮に入れず、その行使のため、およびその他すべての目的において、会社またはワラントエージェントは対立する通知に影響されません。）

2.5 [予約済み]

2.6 会社民間ワラント属性。本項に基づき初期保有者またはその許可された譲受人によって保持されている限り、当該会社民間ワラントは当該会社の公開ワラントに同一でありますが、当該会社民間ワラント（i）は会社の優れてオプションの償還の対象となることはありません、及び（ii）は保有者のオプションに応じて現金または無担保基準で行使できます。一旦会社民間ワラントが許可された譲受人以外の保有者に譲渡されると、 セクション 5.6 その他の許可された譲受人による保持者 セクション 5.6 この観点からは、新規買の全セクターの企業公開ワラントとして取り扱われます。

 

2

3. ワラントの条件と行使.

3.1 保証価格。各ワラントは、ワラント代理人が副署した場合、その登録保有者に以下の権利を与えるものとします。 場合によっては、そこに記載されている普通株式の数を、セクション4に規定された調整を条件として、1株あたり165.24ドルの価格で会社から購入するためのワラントおよび本契約の規定 これと、この最後の文で セクション 3.1。という用語」保証価格」本契約で使われている「」とは、ワラントが発行された時点で普通株式を購入できる1株あたりの価格を指します 運動しました。当社は、独自の裁量により、有効期限（以下に定義）の前であればいつでも保証価格を引き下げることができます。

3.2 ワラントの期間。令状は、その期間中にのみ行使できます（」運動期間」) の時点で開始 本契約の日付で、（x）2028年12月29日または（y）に記載されているワラントの償還予定日のいずれか早い方のニューヨーク時間の午後5時に終了します セクション 6 これの 契約 (「有効期限」)。償還価格を受け取る権利に関しては例外です（に記載） セクション 6 以下）、有効期限またはそれ以前に行使されなかった各ワラントは 無効になり、それに基づくすべての権利および本契約に基づくすべての権利は、有効期限日の営業終了時に終了します。当社は、独自の裁量により、ワラントの期間を遅らせることでワラントの期間を延長することができます 有効期限。

3.3 ワラントの行使.

3.3.1 支払。令状と本契約の規定に従い、令状は、令状代理人が副署名した場合、 その登録保有者は、ワラント代理人の事務所、またはワラント代理人としての後継者の事務所で、ワラントに記載されているサブスクリプションフォームを正式に締結し、全額を支払うことによって行使します ワラントが行使される普通株式1株あたりのワラント価格と、ワラントの行使に関連して支払うべきすべての適用税は次のとおりです。

(a) 保証代理人の指示に従って支払われる証明付き小切手または電信送金で、

(b) 以下に従って償還された場合 セクション 6 その中で会社の経営陣は は、ワラントの積を（x）で割って得られる商に等しい数の普通株式のワラントを放棄することにより、ワラントのすべての保有者に「キャッシュレスベース」でそのようなワラントを行使することを強制することを選択しました ワラントの基礎となる普通株式の数に、該当するワラント価格と公正市場価値（以下に定義）の差を掛け、公正市場価値を（y）掛けます。この目的のためだけに セクション3.3.1 (b), “公正市場価値」とは、普通株式がその日の3日前の取引日に終了する10取引日における普通株式の最終売却価格の平均値を意味します 償還の通知は、以下に従ってワラントの保有者に送られます セクション 6 ここの; または

 

3

株式移管の場合、初期購入者または許可された譲受人が所有する限り、その数を取得するために当該株式移管を株式に換算することで、普通株式の株数である株式移管の対象となる普通株式の株数（数）× その株式移管の対象となる普通株式の行使価格と公正市場価額（以下定義）との差と（y）の公正市場価値で割った商の合計を除いたもの」となります。 提供する, 、証券法1933年に基づく何らかの責任を決定するためには、登録声明書またはその一部である目論見書、または登録声明書またはその一部である文書に記載された記載事項は、当該有効期間以前に直前に開示された内容を更新または変更するものではない。現金なしでの行使は、公正市場価格が行使価格と同額以上でない限り許可されません。本目的のためのみ セクション3.3.1(c)公正市場価値「公正市場価値」とは、任意の日付における、コードの第409A条に準拠して取締役会が決定する普通株式の価値を意味します。また、インセンティブストックオプションの場合は、コードの第422条に準拠する場合もあります。「Common Stockの平均報告最終売買価格」とは、行使日の前日までの10営業日におけるCommon Stockの平均報告最終売買価格を指すものとします。

3.3.2 普通株式の発行Warrantの行使およびWarrant Priceの支払いに関する資金の清算後、会社はそのWarrantの登録所有者に、指示された名前に登録されるCommon Stockの株数に応じた株式証明書、またはブックエントリーのポジションを発行します。そして、該当するWarrantが全額行使されていない場合は、未行使の株数に対する新しい連署されたWarrant、またはブックエントリーのポジションを発行します。上記にかかわらず、Warrantの行使に基づく証券を引渡す義務を負わないものとします。」証券法」日付前日までの三営業日に終わる十（10）営業日間のCommon Stockの平均報告最終売買価格を指すものとします。証券 アクト「証券法」日付前日までの三営業日に終わる十（10）営業日間のCommon Stockの平均報告最終売買価格を指すものとします。要件を満たすWarrantの行使に基づき、会社はWarrantの保有者に証券を引き渡す義務を負わないものとします。

3.3.3 有効な発行普通株式の株式移管の場合、この契約に準拠して適切にワラントを行使した全セクターは、正当に発行され、完全に支払われ、未払金がないものとみなされます。

3.3.4 発行日普通株式の株主名義で記載されたすべてのブックエントリーのポジションまたは証明書については、何らかの目的において、ワラントの行使、またはその代理となるブックエントリー・システムが行われ、ワラント価格が支払われた日に、その証明書の発行が行われた者は、その証明書が提供された日に関わらず、その株式の記録保有者とみなされます。ただし、そのようなワラントの提出と支払いが会社の株式移管ブックまたはワラントエージェントのブックエントリーシステムが閉鎖されている日である場合、その者は、株式移管ブックまたはブックエントリーシステムが開かれた翌日の営業終了時点で株主とみなされるものとします。

 

4

3.3.5 Maximum Percentage. A holder of a Warrant may, by notification to the Company in writing, elect to be subject to a prohibition on exercises of Warrants by such holder that would result in such holder beneficially owning in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. No holder of a Warrant shall be subject to this Section 3.3.5 unless he, she or it makes such election. Upon notice to the Company that a holder of a Warrant makes such an election, the Company shall as soon as practicable notify the Warrant Agent of such election. If such election is made by a holder, the Warrant Agent shall not effect any exercise of such holder’s Warrant, and such holder shall not have the right to exercise any such Warrant, to the extent that after giving effect to such exercise, such holder (together with such holder’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of the Maximum Percentage of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentences, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 3.3.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the Warrant Agent may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”) setting forth the number of outstanding shares of Common Stock, (2) a more recent written public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock used to determine the number of shares of Common Stock constituting the Maximum Percentage shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

 

5

4. Adjustments.

4.1 Stock Dividends—Split-Ups. If, after the date hereof, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

4.2 Aggregation of Shares. If, after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

4.3 Extraordinary Dividends. If the Company, at any time while any Warrant is outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend divided by all outstanding shares of Common Stock of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in Section 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution do not exceed $0.50 per share (taking into account all of the outstanding shares of Common Stock of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).

 

6

4.4 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

4.5 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 and Section 4.2 hereof or one that solely affects the par value of such shares of Common Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; provided that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference between (i) the Warrant Price in effect prior to such reduction and (ii) the difference between (A) the Per Share Consideration (as defined below) and (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) any adjustments pursuant to Section 6 of this Agreement shall be accounted for, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90-day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (a) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (b) in all other cases, the amount of cash per share of Common Stock, if any, plus the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to Section 4.1, Section 4.2, Section 4.4 and this Section 4.5.

 

7

The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

4.6 [Reserved]

4.7 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Section 4.1, Section 4.2, Section 4.3, Section 4.4 or Section 4.5, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.8 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.

4.9 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

5. Transfer and Exchange of Warrants.

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant in the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures properly medallion guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

 

8

5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer is exempt from registration under the Securities Act and indicating whether the new Warrants must also bear a restrictive legend.

5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.

5.4 Service Charges. No service charge shall be made to the holder of Warrants for any exchange or registration of transfer of Warrants.

5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6 Company Private Warrants. The Warrant Agent shall not register any transfer of the Company Private Warrants or except for transfers (a) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (b) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; or (d) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, in each case (except for clause (d) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.

6. Redemption.

6.1 Redemption. Subject to Section 6.4 hereof, an amount of Company Public Warrants not less than all of the outstanding Company Public Warrants may be redeemed, at the option of the Company, at any time after they become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, (a) at the price of $0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the Common Stock has been at least $18.00 per share (subject to adjustment in accordance with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third business day prior to the date on which notice of redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period or (b) on a “cashless basis” pursuant to Section 3.3.1(b), at the Company’s election.

 

9

6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Company Public Warrants that are subject to redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the Company Public Warrants to be redeemed at their last addresses as they shall appear in the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.

6.3 Exercise After Notice of Redemption. The Company Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Company Public Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

6.4 Exclusion of Certain Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Company Private Warrants if at the time of the redemption such Company Private Warrants continue to be held by the initial purchasers or their permitted transferees. However, once such Company Private Warrants are transferred (other than to permitted transferees under Section 5.6), the Company may redeem the Company Private Warrants in the same manner as the Company Public Warrants.

7. Other Provisions Relating to Rights of Holders of Warrants.

7.1 No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

 

10

7.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. The Company shall promptly notify the Warrant Agent in writing of any changes to the amount of shares of Common Stock that are to be kept in reserve.

7.4 Registration of Common Stock. The Company has filed with the SEC a Registration Statement on Form S-4 (File No. 333-281313) (the “Registration Statement”) for registration under the Securities Act of Company securities issued in the Merger, including the shares underlying the Warrants, which Registration Statement was declared effective by the SEC on September 23, 2024. In no event will the registered holder of a Warrant be entitled to receive a “net cash settlement” in lieu of physical settlement in shares of Common Stock, regardless of Section 7.4.

7.5 Limitation on Monetary Damages. In no event shall the registered holder of a Warrant be entitled to receive monetary damages for failure to settle any Warrant exercise if the Common Stock issuable upon exercise of the Warrants has not been registered with the SEC pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent.

8. Concerning the Warrant Agent and Other Matters

8.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.

8.2 Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the state courts located in Collin County for the appointment of a successor Warrant Agent at the Company’s cost. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

 

11

8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.

8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3 Fees and Expenses of Warrant Agent.

8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4 Liability of Warrant Agent.

8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that

 

12

would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable.

8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants.

9. Miscellaneous Provisions.

9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

CleanSpark, Inc.

10624 S Eastern Ave, Ste A-638

Henderson, NV 89052

Attention: Legal

E-mail: Legal@cleanspark.com

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

Cozen O’Connor P.C.

33 South 6th Street, Suite 3800

Minneapolis, MN 55402

Attention: Christopher J. Bellini

 Mehrnaz Jalali

E-mail:  cbellini@cozen.com

 mjalali@cozen.com

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

Securities Transfer Corporation

2901 N. Dallas Parkway, Suite 380

Plano, Texas 75093

Attn: Issuer Services

 

13

Any notice, sent pursuant to this Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.

9.3 Applicable Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of Texas, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of Texas or the Federal Courts located in Collin County, Texas, and irrevocably submits to such jurisdiction. The Company hereby waives any objection that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The foregoing shall not apply to any claims brought under the Securities Act or the Exchange Act.

9.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.

9.5 Examination of the Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in Plano, Texas, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection by it.

9.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase

 

14

the Warrant Price or shorten the Exercise Period, shall require the written consent of the registered holders of a majority of the then outstanding Company Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Section 3.1 and Section 3.2, respectively, without the consent of the registered holders.

9.9 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

 

15

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

 

 

[Signature Page to Warrant Agreement]

EXHIBIT A

FORM OF WARRANT CERTIFICATE

[FACE]

 

Number
		Warrants

THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION DATE DEFINED BELOW

CLEANSPARK, INC.

Incorporated Under the Laws of the State of Nevada

 

EXPIRES [ ]				CUSIP [  ]

Warrant Certificate

This Warrant Certificate certifies that [   ], or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of common stock, $0.001 par value per share (“Common Stock”), of CleanSpark, Inc., a Nevada corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Exercise Price per share of Common Stock for any Warrant is equal to $165.24 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of Texas, without regard to conflicts of laws principles thereof.

 

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of October 30, 2024 (the “Warrant Agreement”), duly executed and delivered by the Company to Securities Transfer Corporation, a Texas corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and a prospectus thereunder relating to the shares of Common Stock is current or (ii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides.

The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of CleanSpark, Inc. (the “Company”) in the amount of $____ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of ___________, whose address is and that such shares of Common Stock be delivered to whose address is _________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ______, whose address is and that such Warrant Certificate be delivered to________ , whose address is ________ .

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 3.3.1(b) and Section 6.3 of the Warrant Agreement.

In the event that the Warrant is a Company Private Warrant that is to be exercised on a “cashless” basis pursuant to Section 3.3.1(b) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 3.3.1(b) of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of __________ , whose address is and that such Warrant Certificate be delivered to ________, whose address is __________ .

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Date:________ , 20						(Signature)
						(Address)
						(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).