Exhibit 10.2
VOTING AGREEMENT
This VOTING AGREEMENT (this “Agreement”), dated as of June 26, 2024, is entered into by and between the undersigned stockholder (“Stockholder”) of GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and CleanSpark, Inc., a Nevada corporation (“Parent”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, concurrently with or following the execution of this Agreement, the Company, Parent, and Tron Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), have entered, or will enter, into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), providing for, among other things, the merger (the “Merger”) of Merger Sub and the Company pursuant to the terms and conditions of the Merger Agreement;
WHEREAS, in order to induce Parent to enter into the Merger Agreement, Stockholder is willing to make certain representations, warranties, covenants, and agreements as set forth in this Agreement with respect to the shares of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) Beneficially Owned (as defined below) by Stockholder and set forth below Stockholder’s signature on the signature page hereto (the “Original Shares” and, together with any additional shares of Company Common Stock pursuant to Section 6, the “Shares”); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that Stockholder, and Stockholder has agreed to, execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth below and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:
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If to Parent, to: |
| CLEANSPARK, INC. Henderson, NV 89052
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with a copy (which will not constitute notice) to: |
| Cozen O’Connor P.C.
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If to Stockholder, to: |
| _________________________
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with a copy (which will not constitute notice) to: |
| Troutman Pepper Hamilton Sanders LLP New York, NY 10022
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[signature page followS]
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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first written above.
| CLEANSPARK, INC. |
| By_____________________ Name: Title:
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[Signature Page to Voting Agreement]
| STOCKHOLDER:
If an Individual:
___________________________________ Name:
Number of Shares of Company Common Stock Beneficially Owned as of the date of this Agreement: __________________
If an entity:
___________________________________
By: _______________________ Name: Title:
Number of Shares of Company Common Stock Beneficially Owned as of the date of this Agreement: ____________
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[Signature Page to Voting Agreement]