Exhibit
10.1


 


FIRST
AMENDMENT TO

PURCHASE AND SALE AGREEMENT


 


This
First Amendment to Purchase and Sale Agreement (this “Amendment”) is effective as of October_, 2022 (the “Effective
Date”), by and among CSRE PROPERTIES SANDERSVILLE, LLC, a Georgia limited liability company (“Purchaser”),
LUNA SQUARES, LLC (f/k/a Innovative Property Management, LLC), a Delaware limited liability company (“Luna”), MAWSON
INFRASTRUCTURE GROUP, INC., a Delaware corporation (“MIG,” and Luna and MIG are collectively referred to as “Seller”),
and CLEANSPARK, INC., a Nevada corporation (“Parent”).


 


RECITALS


 


A.
Seller, Purchaser and Parent have entered into that certain Purchase and Sale Agreement dated September 8, 2022 (the “Agreement”);
and


 


B.
Seller, Purchaser and Parent desire to amend the Agreement pursuant to the terms and conditions of this Amendment.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.
Definitions. Unless otherwise defined in this Amendment, all capitalized terms herein shall have the meanings ascribed
to them in the Agreement.


 


2.
Consideration. The parties agree that the consideration for this Amendment consists of the mutual benefits arising from
the modifications set out below.


 


3.
Section 3(a) The parties agree that Section 3(a) of the Agreement shall be deleted in its entirety and be replaced with
the following:


 


“(a)
At the Closing (as defined in Section 10.1 below), and subject to the satisfaction of the conditions set forth in Section 16 below, Purchaser
shall pay Luna the Closing Purchase Price, less a credit against the Cash Consideration, defined below, in the amount of the Earnest
Money, defined in Section 4 below, and as adjusted to reflect the prorations provided for herein. Payment of the Purchase Price shall
be comprised of the following: (i) Six Million Five Hundred Thousand and No/100 Dollars ($6,500,000.00) in Luna Financing, defined and
described in Section 19 below; (ii) the issuance by Parent to Luna (or MIG as its designee, as directed by Luna) of the Closing Parent
Shares, such shares having a value of Six Million, Five Hundred Thousand and No/100 Dollars ($6,500,000.00) as of the Effective Date
(based upon the volume weighted average price of the Parent Common Stock over the five trading days immediately preceding the Effective
Date), in accordance with the terms of this Agreement; and (iii) Thirteen Million Five Hundred Thousand and No/100 Dollars ($13,500,000.00)
by wire transfer of immediately available funds (the “Cash Consideration”).”


 




     


     


    

 


4.
Section 19.01 The parties agree that Section 19.01 of the Agreement shall be deleted in its entirety and be replaced with
the following:


 


“19.01
Seller Financing. Seller shall provide seller financing for a portion of the Purchase Price as described in Section 3 above pursuant
to the following terms (the “Seller Financing”). Seller shall provide a loan at Closing in the principal amount of Six Million
Five Hundred Thousand and No/100 Dollars ($6,500,000.00) (“Total Loan Amount”). The interest rate shall be eight percent
(8%) per annum, compounded monthly on any amounts outstanding. Default interest of 15% per annum will apply to any amounts unpaid when
due. The Total Loan Amount with accrued but unpaid interest shall be repaid at the end of seventy (70) days after Closing. The Seller
Financing will be evidenced by a secured promissory note substantially in the form in Exhibit “G” (the “Note”)
and all obligations due under the Note shall be guaranteed by Parent and secured by a first priority security interest in the assets
being sold by Seller to Purchaser, substantially in the form in Exhibit “G” (the “Security Agreement”).”


 


5.
Exhibit G - Note. The Note provided in Exhibit G of the Agreement is deleted in its entirety and replaced with the revised
Note attached hereto as Exhibit G.


 


6.
Schedules. Schedules 1, 1.1, 2 and 13.8 of the Agreement are all deleted in their entirety and replaced with Schedules
1, 1.1, 2 and 13.8, respectively, attached hereto.


 


7.
Schedule 13.16. A new Schedule 13.16 is to be added to the Agreement as provided in Schedule 13.16 attached hereto.


 


8.
Binding Agreement. All of the terms and provisions of this Amendment shall be binding upon each party hereto and their
respective successors and assigns, and shall inure to the benefit of each party hereto and their respective successors and assigns.


 


9.
Counterparts. This Amendment may be executed in multiple counterparts and transmitted by facsimile, by electronic mail
in portable document format (“PDF”) form or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a party’s signature, with each such counterpart, facsimile or PDF signature constituting an original
and all of which together constituting one and the same original.


 


10.
Authority. The undersigned warrants that the individual executing this Amendment on behalf of such party has the requisite
authority to execute this Amendment and to bind such party to all the provisions of this Amendment.


 


11.
Continuing Validity. Except as expressly modified by this Amendment, the terms and conditions of the Agreement will remain
unchanged and in full force and effect, and are expressly incorporated by reference in this Amendment. In the event of a conflict between
the terms of this Amendment and the Agreement, the terms of this Amendment will prevail.


 


[SIGNATURES
ON THE FOLLOWING PAGE]


 




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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.


 


	PURCHASER:	 	SELLER:
	 	 	 
	CSRE PROPERTIES
    SANDERSVILLE, LLC, 

    a Georgia limited liability company	 	LUNA SQUARES,
    LLC (f/k/a Innovative Property Management, LLC), a Delaware limited liability company
	 	 	 	 
	By: CSRE Property
    Management Company, LLC,	 	By:	/s/
James Manning
	a Georgia limited
    liability company, its Manager	 	 	James Manning, CEO
	 	 	 	
	By:	CleanSpark,
    Inc., a Nevada corporation, its Manager	 	 	 


 


	By:	/s/
                                            Zachary K. Bradford	 
		Zachary
                                            K. Bradford, President	 



 



	PARENT:	PARENT:
	 	 	 	 	 
	CLEANSPARK,
    INC. a Nevada corporation	 	MAWSON
                                            INFRASTRUCTURE GROUP, INC., a Delaware corporation

	 	 	 	 	 
	By: 	/s/
    Zachary K. Bradford	 	By:	/s/ James Manning
	 	Zachary K. Bradford, President	 	 	James
                                    Manning, CEO







 





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