ASSUMPTION OF DEBT AGREEMENT


 


THIS ASSUMPTION OF DEBT AGREEMENT (this
“Agreement”) dated the 6th day of February, 2017 is by and among CLEANSPARK HOLDINGS, LLC (the “HOLDINGS”),
CLEANSPARK, INC. (the “CLEANSPARK”) and CLEANSPARK, LLC (the “DEBTOR”)


 


WHEREAS:


 


A.       On June 30, 2016,
CleanSpark and Cleanspark II, LLC, a wholly-owned subsidiary of CleanSpark, entered into an Asset Purchase Agreement (the “Purchase
Agreement”) with Holdings, the Debtor, CleanSpark Technologies LLC and Specialized Energy Solutions, Inc. (collectively,
the “Seller”)


 


B.       Pursuant to the
Purchase Agreement, CleanSpark acquired all the assets and assume certain liabilities (the “Assumed Liabilities”) related
to the Seller’s line of business.


 


C.       The Assumed Liabilities,
as agreed, was to consist of certain accounts payable amounting to approximately $200,000 arising out of the assets.


 


D.       In the course
of due diligence, CleanSpark discovered that the Debtor had actually assumed $275,586.53 in liabilities which exceeded the $200,000
in liabilities as agreed.


 


E.       As a result of
the overage in Assumed Liabilities, Holdings has paid to CleanSpark the sum of $25,000.


 


F.       Holdings remains
indebted to CleanSpark for the overage amount of $50,586.53 (the “Debt”).


 


G.       Holdings is willing
to reassume $44,919.08 (the “Settlement Amount”) in settlement of the full amount of the Debt overage and CleanSpark
is willing to accept the assumption of $44,919.08 in settlement of the full amount of the Debt overage.


 


NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the premises and the mutual promises, covenants, conditions, representations and warranties hereinafter
contained and the sum of Ten ($10.00) Dollars now paid by CleanSpark to Holdings and for other good and valuable consideration
as set forth in the Purchase Agreement, the receipt of which are acknowledged, and subject to the terms and conditions hereinafter
set out, the parties agree as follows:


 


1.       REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE DEBTOR


 


The Debtor represents, warrants and covenants to Holdings
that: (a) the above recitals are true and complete; and (b) the full amount of the Debt is due and owing by the Debtor to certain
creditors of the Debtor.


 


2.        ASSUMPTION OF
THE DEBT


 


2.1 Holdings hereby assumes the Settlement Amount from the
Debtor as identified in Exhibit A, including, without limitation, all burdens, obligations and liabilities to be derived thereunder.


 


2.2 Upon the assumption of the Settlement Amount, CleanSpark
hereby releases Holdings from any responsibility for the remaining portion of the Debt overage under the Purchase Agreement.


 




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2.3 Holdings agrees to take all action to repay the Settlement
Amount as the same comes due from the creditors of the Debtor and further agrees to contact the creditors of Debtor to resolve
the obligations under the Settlement Amount as soon as possible following execution of this Agreement.


 


3.       COUNTERPART


 


This agreement may be signed in one or
more counterparts, each of which when so signed will be deemed an original, and such counterparts together will constitute one
in the same instrument.


 


4.       GOVERNING LAW.


 


This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Nevada, without giving effect to any choice of law or conflict of law
provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Nevada.


 


IN WITNESS WHEREOF this agreement was
signed by the parties hereto as of the day and year first above written.


 


CleanSpark, Inc. 






By: /s/ S. Matthew Schultz

Name: S. Matthew Schultz

Title: CEO


 


CleanSpark Holdings LLC


 


 


By:.s. Bryan Huber

Name: Bryan Huber

Title: Authorized Agent


 


CleanSpark LLC


 


 


By: /s/ S. Matthew Schultz

Name: S. Matthew Schultz


Title: Authorized Agent


 


 



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EXHIBIT A


 


Outstanding Invoices reassumed


The “Settlement Amount”