Our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) may at times enter into prearranged trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”).

On June 12, 2024, S. Matthew Schultz, our Executive Chairman, terminated his previously adopted 10b5-1 Plan. Mr. Schultz’s 10b5-1 Plan was entered into on December 21, 2023, was set to expire on December 21, 2024, and provided for the potential sale of (i) shares of our common stock solely to satisfy the tax withholding obligations of the Company arising from the vesting of restricted stock units previously granted to Mr. Schultz under the CleanSpark, Inc. 2017 Incentive Plan, as amended (the “Plan”), and (ii) up to 1,286,000 shares of our common stock so long as the market price of our common stock was higher than certain minimum threshold prices specified in the 10b5-1 Plan.

On June 13, 2024, Zachary Bradford, our Chief Executive Officer and President, terminated his previously adopted 10b5-1 Plan. Mr. Bradford’s 10b5-1 Plan was entered into on December 22, 2023, was set to expire on September 12, 2025, and provided for the potential sale of (i) shares of our common stock solely to satisfy the tax withholding obligations of the Company arising from the vesting of restricted stock units previously granted to Mr. Bradford under the Plan, and (ii) up to 1,464,000 shares of our common stock so long as the market price of our common stock was higher than certain minimum threshold prices specified in the 10b5-1 Plan.

Bitmain Purchase Contract

On August 7, 2024, the Company entered into a Future Sales and Purchase Agreement (the " FSPA Agreement") with Bitmain Technologies Delaware Limited ("Bitmain") for the purchase of bitcoin mining hardware. The Agreement provides for the purchase of 26,000 units of S21 XP Immersion servers with a total rated hashrate of 7,800,000 terahashes at a total purchase price of $167,700, representing $21.5 per terahash. The S21 XP Immersion servers feature a rated hashrate of 300 terahashes per unit, a rated power consumption of 4,050 watts per unit, and a joules per terahash (J/T) value of 13.5.

The FSPA Agreement also grants the Company a call option to purchase additional units of S21 XP Immersion servers (the "Forward Deliverables") with a maximum rated hashrate of 15,000,000 terahashes at a total purchase price of $322,500, representing $21.5 per terahash. The call option is exercisable from the date of the Agreement until July 26, 2025. To secure this option, the Company will pay a nonrefundable call purchase fee of $32,250, which is 10% of the total potential purchase price for the Forward Deliverables.

The initial 26,000 units are scheduled to be delivered in two batches of 13,000 units each in October and November 2024. If the call option is exercised, the Forward Deliverables would be delivered between October 2024 and October 2025.

The foregoing description of the FSPA 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 FSPA Agreement, a copy of which is filed as Exhibit 10.13 hereto and incorporated by reference herein.

Line of Credit Agreement - Coinbase

On August 7, 2024, the Company signed a Master Loan Agreement (the “Master Loan”) with Coinbase Credit, Inc. (the “Lender”) for a line of credit in which the Lender will lend the Company certain digital assets or cash. The Company expects to utilize the line of credit to borrow USD collateralized with bitcoin.

The foregoing description of the Master Loan 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 Master Loan, a copy of which is filed as Exhibit 10.14 hereto and incorporated by reference herein.