AGREEMENT AND PLAN OF MERGER by and among PIONEER CRITICAL POWER, INC., the Company; CLEANSPARK, INC., the Parent And CLEANSPARK ACQUISITION, INC. Merger Sub Dated as of January 22, 2019Agreement and Plan of Merger • January 24th, 2019 • Cleanspark, Inc. • Cogeneration services & small power producers • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2019 (this “Agreement“), is by and among Pioneer Critical Power, Inc., a Delaware corporation (“Company“), CleanSpark, Inc., a Nevada corporation (“Parent“) and CleanSpark Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub“). Certain terms used in this Agreement are used as defined in Article 9.
INDEMNITY AGREEMENTIndemnity Agreement • January 24th, 2019 • Cleanspark, Inc. • Cogeneration services & small power producers • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is executed on the 22nd day of January 2019, by PIONEER CRITICAL POWER INC., a Delaware corporation (“Pioneer Critical”), and PIONEER POWER SOLUTIONS, INC., a Delaware corporation, (“Indemnitor”), to and in favor of CLEANSPARK, INC., a Nevada corporation (“Indemnitee’).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 24th, 2019 • Cleanspark, Inc. • Cogeneration services & small power producers • Nevada
This Non-Competition and Non-Solicitation Agreement (this "Agreement") is entered into as of January 22, 2019 (the "Effective Date"), by and between CleanSpark, Inc., a Nevada corporation ("Buyer"), and Pioneer Power Solutions Inc., a Delaware corporation ("Shareholder").
CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • January 24th, 2019 • Cleanspark, Inc. • Cogeneration services & small power producers • California
This CONTRACT MANUFACTURING AGREEMENT (the “Agreement”) is made as of January 22, 2019, by and between Cleanspark, Inc., a Nevada corporation (“Cleanspark”) and Pioneer Power Solutions, Inc., a Delaware corporation (“Pioneer”).
TERMINATION OF ASSET PURCHASE AGREEMENTTermination of Asset Purchase Agreement • January 24th, 2019 • Cleanspark, Inc. • Cogeneration services & small power producers • Delaware
This Termination of Asset Purchase Agreement, dated as of January 16, 2019 (this “Agreement”), is entered into by and among CLEANSPARK, INC., a Nevada corporation (“Purchaser”), and PIONEER CUSTOM ELECTRIC PRODUCTS CORP., a Delaware corporation (“Seller”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement (as defined below).
