In this Description of Capital Stock section, when we refer to we,
us or our or when we otherwise refer to ourselves, we mean CleanSpark, Inc., excluding, unless otherwise expressly stated or the context requires, our subsidiaries.
General
Our Amended and Restated
Articles of Incorporation authorize us to issue up to 300,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share, of which 2,000,000 of such shares are designated as Series A
Preferred Stock.
As of January 5, 2024, there were 189,558,029 shares of common stock outstanding and 1,750,000 shares of our Series
A Preferred Stock outstanding.
Common Stock
Voting rights. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the
stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. Directors are elected by a plurality of the votes cast at the meeting of stockholders.
Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are
entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We have never declared or paid any cash dividends on our common stock. We currently intend to retain
future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Liquidation. In the event of the liquidation, dissolution or winding up of the Company, holders of our common stock are entitled
to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding
shares of preferred stock.
Rights and preferences. Holders of common stock have no preemptive, conversion or subscription
rights and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares
of any series of our preferred stock, including any series of preferred stock that our board of directors may designate in the future.
Fully paid and nonassessable. All of our outstanding shares of common stock are, and the shares of common stock to be issued in
this offering, if any, will be, upon payment therefor, fully paid and nonassessable.
Preferred Stock
Under our Amended and Restated Articles of Incorporation, our board of directors has the authority, without further action by the stockholders
(unless such stockholder action is required by applicable law or the rules of any stock exchange or market on which our securities are then traded), to designate and issue up to 10,000,000 shares of preferred stock in one or more series, to
establish from time to time the number of shares to be included in each such series, to fix the designations, voting powers, preferences and rights of the shares of each wholly unissued series, and any qualifications, limitations or restrictions
thereof, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.
We will fix the designations, voting powers, preferences and rights of the preferred stock of each series, as well as the qualifications,
limitations or restrictions thereof, in a certificate of designation relating to that series.
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