Memorandum of Understanding


Contents




	Overview	3
	Background	3
	Intellectual Property	6
	Publicity	6
	Costs	6
	Confidentiality	6
	Term of Agreement	6
	Termination	6
	Signatures	6
	Appendix 1: ILAL Exclusivity Arrangement	8
	Appendix 2: Products and Services	9
	Appendix 3: CleanSpark Microgrid Value Stream Optimizer (mVSO) Details	10
	Appendix 4: CleanSpark mPulse DER Energy Manager Details	11
	Appendix 5: CleanSpark Critical Power Equipment	12
	Appendix 6: Standard Price list	13



 



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Overview


This Memorandum of Understanding
(“MoU”) has been created to facilitate the building of a foundation for a strategic partnership between International
Land Alliance, Inc. (“ILAL”) and CleanSpark, Inc. (“CleanSpark”) for the rapid and widespread deployment
of energy solutions which support ILAL’s real-estate and land developments through the use of CleanSpark’s expertise,
feasibility tools (“Micrgrid Value Stream Optimizer, mVSO”), Distributed Energy Resource (DER) controller (“mPulse
DER Energy Manager”) and other products as defined through the document and its appendices.


This agreement is binding and is
intended to be a framework from which to further the relationship and create future agreements and contracts. Elements contemplated
include mutual sales support, lead generation sharing, and project execution facilitated by both parties.


We anticipate that the roles, responsibilities,
and terms of engagement will be refined over the course of 6-12 months through executing on near-term project opportunities. It
is expected that when roles and responsibilities are understood in greater detail this MoU will be replaced with a Partnership
Agreement.


Core Priorities:


		·	Alignment of CleanSpark, ILAL, and ILAL
local partners so all parties understand relative roles, responsibilities, and scopes of work



		·	Mutual support of sales and technical
solutions



		·	Focused and collaborative attention to
increasing mutual sales velocity



Background


ILAL and CleanSpark are each hereinafter
referred to individually as a Party ('Party'') or collectively as the Parties ("Parties").


WHEREAS, ILAL has exclusive
rights and ownership of certain properties in the US and Mexico that either require or could benefit from CleanSpark’s “Products
and Services” as set forth on Appendix 2 herein;


WHEREAS, CleanSpark Inc’s
versatile Products and Services have the potential to reduce energy costs, provide better power quality, reliability, and resilience;


WHEREAS ILAL’s can
benefit from CleanSpark’s Products and Services for its direct use, and also through offers to its customers and partners;


WHEREAS ILAL’s recognizes
value in CleanSpark’s Microgrid Value Stream Optimizer (“mVSO”) for the purposes of communicating the value of
energy storage or multi-DER microgrid deployments to their customers;


WHEREAS ILAL’s recognizes
value in CleanSpark’s mPulse DER Energy Manager (“DER Energy Manager”) for the purposes of controlling the energy
storage or multi-DER microgrid deployment to match the outcomes set forth via mVSO;


WHEREAS ILAL expects the
following pipeline of property sales and acquisitions to be developed within the next five years:


		·	2020: $17.5M



		·	2021: $26.0M



		·	2022: $31.4M



		·	2023: $32.3M







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AND


WHEREAS CleanSpark’s
technology is focused on optimization and integration of renewable power assets within applications ranging from grid-connected
commercial buildings, to islanding smart microgrids, to utility-scale solar and wind for peak support/reliability, and enable multiple
benefits such as demand cost reduction, shifting peak generation to match peak load, and operation regardless of grid failure;


WHEREAS, CleanSpark’s
Microgrid Value Stream Optimizer (“mVSO”) has been designed to identify optimal configuration of a customer’s
energy system using interval data analysis within the customer’s actual rate structure to size distributed generation resources,
energy storage, and backup systems based on cost/payback and functional need requirements such as islanding of critical loads;


WHEREAS, CleanSpark’s
mVSO enables users to interact with its outputs in a way that helps customers understand differing benefits of alternative system
configurations;


WHEREAS, CleanSpark’s
mVSO outputs will be available to be interacted with directly by ILAL via web portal, as desired;


WHEREAS, CleanSpark’s
mPulse DER Energy Manager is a multi-DER and microgrid control platform which integrates all forms of energy generation with energy
storage devices to provide low-cost, sustainable, and reliable power in real time free of cyber threats;


WHEREAS, CleanSpark’s
mPulse DER Energy Manager is designed to deliver the real-world operational outcomes in the field set forth by its mVSO tool during
feasibility;


WHEREAS, CleanSpark has a
successful track record designing, deploying, and operating multi-DER projects demonstrating its controller capabilities and the
team’s ability to support partners across the project lifecycle;


WHEREAS, CleanSpark maintains
an experienced staff of licensed professional electrical engineers, U.S. licensed electrical installation professionals, hardware
and software professionals supporting the CleanSpark designs and partners in the field;


WHEREAS, CleanSpark has capital
available to support the development of energy projects as may be strategically beneficial; and


WHEREAS, ILAL has a strategic
need for capital to support energy development for its projects and properties.


THUS,


In recognition of the skill sets,
products, and services offered by ILAL and CleanSpark, respectively, and the execution support required to service ILAL’s
upcoming pipeline growth and demand, ILAL and CleanSpark wish to establish a relationship through this binding MoU which:


 



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                                         PUBLICLY DISCLOSED	 



    

 


	
	
         

         
	
         

        



 







 



THE PARTIES SHALL endeavor to
work in good faith and pursue the following priorities in the near term to confirm thoughts that the above statements are in order:


		·	Next 12 month Joint Priorities



		o	Current Opportunities



		§	CleanSpark will perform a feasibility
study of ILAL’s Emerald Grove Estates property to outline the details and scope of developing a microgrid energy solution
for its property. Specifically, CleanSpark will determine the feasibility of a power system that will be economically optimized
for both the support of the event facility and a potential controlled agricultural growing facility, which ILAL intends to lease
to a third party. The cost and scope of said feasibility study are to be outlined under a separate contract.; and



		§	CleanSpark will perform a feasibility
study of ILAL’s residential properties located in Oasis Park to outline the details and scope of developing a microgrid energy
solution to support its properties. The cost and scope of said feasibility study are outlined under a separate contract.; and



		§	CleanSpark will perform a feasibility
study of ILAL’s properties located in Valle Divino Ensenada, Baja, Mexico to outline the details and scope of developing
microgrid energy solutions to support its properties. The cost and scope of said feasibility study are outlined under a separate
contract.; and



		§	CleanSpark will perform a feasibility
study of ILAL’s Villas Del Enologo at Rancho Tecate properties to outline the details and scope of developing microgrid energy
solutions to support its properties. The cost and scope of said feasibility study are outlined under a separate contract.; and



		§	CleanSpark will perform a feasibility
study of ILAL’s Coata Bajamar Oasis properties to outline the details and scope of developing microgrid energy solutions
to support its properties. The cost and scope of said feasibility study are outlined under a separate contract.; and



		§	CleanSpark will make a strategic investment
in ILAL to support the development and construction of two Villa’s and two energy projects to support the power needs of
the Villa’s. The strategic investment will also support the feasibility studies identified above along with ILAL’s
operational needs. 



		o	New Pipeline Development



		§	CleanSpark will assist ILAL in the development
of energy solutions for its properties and customers of ILAL who require energy solutions. 



		§	ILAL will sell CleanSpark products as
part of their power solution for its offering of off-grid property’s. 



		§	ILAL will share development progress with
CleanSpark in written communication at least once per month, or more frequently upon request from CleanSpark.



		§	ILAL will include CleanSpark’s mPulse
DER Energy Manager within the off-grid energy project bids;



 


 






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                                         INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS
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                                         PUBLICLY DISCLOSED	 



    

 


	
	
         

         
	
         

        



 








		o	Project Deployment



		§	CleanSpark will provide on-site testing
and commissioning team members for a number of the first deployments until ILAL and/or its installation partners feel comfortable
installing and commissioning CleanSpark hardware themselves;



		§	The expense of the on-site testing and
commissioning will be included in CleanSpark’s proposal and borne by the project;



		§	CleanSpark will train and provide documentation
to the local installation teams in order to expedite training;



		§	For projects where other CleanSpark affiliate
company products and services can add value for ILAL, ILAL will consider working with CleanSpark;



		o	Project Operation(s)



		§	CleanSpark will provide ongoing software
and support to ILAL’s operations via mutually agreed pricing that will be included in each project’s Operations and
Maintenance budget;.



		·	The Parties will evaluate the effectiveness
of the MoU annually and as mutually agreed make amendments to the document or execute supporting agreements as may be necessary.



Intellectual
Property


It is understood that regardless
of contracting structure, all Intellectual Property developed during the execution of each contract will belong to the respective
Party that developed said Intellectual Property.


The definition of Intellectual Property
shall include any invention, improvement, process, product, design, original work of authorship, formula, composition of matter,
computer software program, Internet product or service, process, protocol, methodology, database, mask work, trade secret, product
improvement, product idea, new product, discovery, method, software, uniform resource locator or proposed uniform resource locator
(URL), domain name or proposed domain name, trade name, trademark, service mark, copyright, slogan, design, artwork or idea, including
any and all patents, patent applications, or other rights connected thereto.


Should the Parties wish to develop
Joint Intellectual Property at any point in time, such Joint IP and associated rights and obligations shall be addressed in separate
future agreements.


Publicity


All press-releases and public postings,
associated with the relationship that use the name of the other party shall be mutually approved by all Parties prior to release,
with the exception of public filing as each Company may be required to make by the Securities and Exchange Commission. In the case
of regulatory filings, both parties will in good faith endeavour to obtain approvals from the other party but may proceed with
a filing if approval is not timely provided.


Costs


Each Party shall bear their own
internal costs for each project opportunity development unless agreed otherwise. If there is a budget in a project to recoup these
development costs the parties will share the budget on a pro-rata basis


 



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                                         INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS
                                         BOTH (I) NOT MATERIAL, AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF
                                         PUBLICLY DISCLOSED	 



    

 


	
	
         

         
	
         

        



 







 



Confidentiality


Confidentiality related to this
MoU shall be governed by the Non-Disclosure Agreement executed between the Parties, and which is hereby incorporated in full by
reference.


Term of Agreement


The MoU shall be binding for a period
of 120 months from the date of execution or until cancelled by mutual consent.


Termination


The MoU may be cancelled only by
mutual written consent or as a result of gross negligence.


 


Signatures


 


	Signature  /s/ Jason Sunstein	 	Signature  /s/ Zachary Bradford
	Title: CFO	 	Title CEO
	Company: International Land Alliance Inc.	 	Company: CleanSpark Inc.
	Date: November 5, 2019	 	Date: November 5, 2019


 




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                                         INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS
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Appendix 1:
ILAL Exclusivity Arrangement


Terms of Exclusivity. 


During the term of this Agreement,
CleanSpark will be the sole and exclusive worldwide provider of the Products and Services identified in Appendix 2 to ILAL and
its subsidiaries. CleanSpark agrees that it will use all commercially reasonable efforts to provide these Products and Services
to ILAL at competitive market rates.


ILAL agrees that it will consider CleanSpark
its sole and exclusive worldwide provider of power and energy solutions of any type provided that such collaboration is not prohibited
by operation of law.


The exclusivity set forth in the previous
paragraph is subject to CleanSpark offering its products and services at commercial quality acceptable to ILAL.


ILAL will notify CleanSpark of all
opportunities for the use of CleanSpark’s Products and Services as soon as commercially feasible. Such notice shall be no
longer than one month subsequent to the date in which ILAL became aware of the opportunity to utilize the product or service.


CleanSpark shall be offered a “Right
of First Refusal” to sale, build, acquire, lease, or otherwise provide the products and services required to meet the needs
of opportunity presented by ILAL.


Should CLEANSPARK not be able to provide
the Services or declare no intention to provide said product or service in a region or property where ILAL has identified an opportunity,
ILAL and CleanSpark shall mutually agree in writing that the region or property shall be declared exempt of this agreement. Such
agreement shall not be unreasonably withheld.


 




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                                         INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS
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Appendix 2:
Products and Services


Summary of Products and services:


mVSO assisted project planning:
SEE APPENDIX 3


mPulse DER energy manager:
SEE APPENDIX 4


CleanSpark Critical Power
Equipment: SEE APPENDIX 5


Grid Development Services:
CleanSpark offers comprehensive engineering and consulting services to bring you’re an energy project to fruition faster.
From identification of the opportunity through installation and commissioning.


Master Planning Phased and/or
Community sale projects: Every successful project starts with a solid plan. CleanSpark is well versed in creating phased
master plans that solve urgent issues first while remaining flexible to adapt to changing needs over time.


Electrical Engineering: Managing
the complexities of any distributed energy project is a challenge. Each utility has different standards for interconnection. Different
jurisdictions have varying permitting criterial. CleanSpark’s experienced engineers support a project with: Technology Specification,
Permit Ready Electrical Designs, Interconnection Applications, Permitting Authority Coordination.


 


Project development and construction
management services: CleanSpark is well-versed in all aspects of
project development including: Land Rights, Development Consents, Forecasted Energy Sales Reports, Bankable Proforma Development,
Debt and Equity Structuring, Project Budgeting, Tax Incentive Monetization (US markets), Operations and Maintenance Assumptions.


 


Installation and commissioning services:
CleanSpark provides on-site installation and commissioning of energy projects worldwide. We are also able to provide training
to local installers when there is repeat deployments in a location that is remote or abroad.


 




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    	 	CERTAIN
                                         INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS
                                         BOTH (I) NOT MATERIAL, AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF
                                         PUBLICLY DISCLOSED	 



    

 


	
	
         

         
	
         

        



 







 



Appendix 3:
CleanSpark Microgrid Value Stream Optimizer (mVSO) Details










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    	 	CERTAIN
                                         INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS
                                         BOTH (I) NOT MATERIAL, AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF
                                         PUBLICLY DISCLOSED	 



    

 


	
	
         

         
	
         

        



 







 



Appendix 4:
CleanSpark mPulse DER Energy Manager Details


 







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Appendix 5:
CleanSpark Critical Power Equipment


 






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Appendix 6:
Standard Price list


 


mPulse Controller (installation):


Mpulse Controller (full version):
[*****]


MPulse LITE Controller (Lite version):
[*****]


mPulse Monitoring: [*****]


 


Onsite commissioning/installation
labor:


Onsite daily rate: [*****]


Training of third-party technicians:
Determined on a case by case basis, cost is generally born by the third party.


 


mPulse Controller (Annual subscription):


Mpulse Controller (full version):
[*****]


MPulse LITE Controller (Lite version):
[*****]


mPulse Monitoring: [*****]


 


mVSO assisted modeling and planning:


Full energy system modeling backed
by mVSO software:


Residential: [*****], per site (depending
on size of residence.)


Commercial and Industrial: [*****]
depending on size and scope.


 


Electrical Engineering services:


Hourly rate: [*****]


Fixed priced: Available upon request.


 


Energy Project feasibility study:


Hourly rate: [*****]


Fixed priced: Available upon request
(preferred method).


Standard pricing is subject
to adjustment by the parties in writing


 








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