Amendment, dated June 28, 2018

June__ , 2018

Via Electronic Mail

Cleanspark, Inc.

6365 Nancy Ridge Drive, Fl. 2 San Diego, California 92121

Attention: Zachary Bradford, President

Re: Extension of Termination Date

Dear Mr. Bradford:

Reference is made to that certain Asset Purchase Agreement by and between Cleanspark, Inc. (“Cleanspark”) and Pioneer Custom Electric Products Corp. (“Pioneer”), dated as of May 2, 2018 (the “Purchase Agreement”). All capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.

By execution hereof, Cleanspark hereby agrees to extend the Termination Date as set forth in Section 8.1(d) of the Purchase Agreement from June 30, 2018 until October 15, 2018 (the “Extension”). During the Extension, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

Sections 9.4 – 9.14 of the Purchase Agreement shall apply to this Agreement mutatis mutandis.

If you are in agreement with the foregoing, please so indicate by your countersignature

below.

Very truly yours,

PIONEER CUSTOM ELECTRIC PRODUCTS CORP.

 By:_______________________

Title: President

Agreed and Accepted as of

this 28 day of June , 2018

CLEANSPARK, INC.

By: /s/ Zachary Bradford

Name: Zachary Bradford

Title: President