TERAWULF INC. 2,985,966 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • April 14th, 2022 • Terawulf Inc. • Services-computer processing & data preparation • New York
TeraWulf Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,985,966 shares of its common stock, par value $ 0.001 per share (the “Shares”). The 2,985,966 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 447,894.
EXHIBIT 10.2 SEPARATION AGREEMENT This Separation Agreement is made and entered into this 22nd day of July, 1998 and effective the 13th day of July, 1998, between Thomas L. Erickson ("Employee") and The Chromaline Corporation ("Employer"). I. RECITALS...Separation Agreement • April 7th, 1999 • Chromaline Corp
EXHIBIT 10.3 CONSULTING AGREEMENT WHEREAS, The Chromaline Corporation, 4832 Grand Avenue, Duluth, Minnesota, a Minnesota corporation ("Chromaline"), is desirous of retaining the services of Thomas L. Erickson, 20 S. 26th Avenue East, Duluth, Minnesota...Consulting Agreement • April 7th, 1999 • Chromaline Corp
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 8th, 2022 • Terawulf Inc. • Services-computer processing & data preparation • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 2, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TERAWULF INC., a company incorporated under the laws of the State of Delaware (the “Company”).
TERAWULF INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementCommon Stock • February 11th, 2022 • Terawulf Inc. • Services-computer processing & data preparation • New York
NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Nautilus Cryptomine LLC (“Purchaser”)Non-Fixed Price • July 30th, 2021 • Ikonics Corp • Photographic equipment & supplies
This non-fixed price sales and purchase agreement (this “Agreement”) is made on June 15, 2021 by and between Bitmain Technologies Limited (“Bitmain”) (Company number: 2024301), with its registered office at Unit A1 of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and Nautilus Cryptomine LLC (the “Purchaser”) (Company Number: 5608211), with its registered office at 850 New Burton Road, Suite 201, Dover, Delaware, 19904, USA.
Common Stock (par value $0.001 per share) Sales AgreementSales Agreement • April 26th, 2022 • Terawulf Inc. • Services-computer processing & data preparation • New York
TERAWULF INC.Letter Agreement • May 16th, 2022 • Terawulf Inc. • Services-computer processing & data preparation • Delaware
This letter agreement (this “Agreement”) sets forth our mutual understanding and agreement concerning your employment with TeraWulf Inc., a Delaware corporation (together with any of its subsidiaries and affiliates as may employ you from time to time, and any and all successors thereto, the “Company”).
TERAWULF INC. RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • May 16th, 2022 • Terawulf Inc. • Services-computer processing & data preparation • Delaware
You hereby acknowledge and agree that TeraWulf Inc. (together, with its subsidiaries and affiliates, the “Company”) needs the covenants set forth in this Restrictive Covenant Agreement (this “Agreement”) based on the following: (a) in the course of your employment or service with the Company, you will be providing services to the Company and that you will be intimately involved in the planning for or direction of the business of the Company; (b) the Company is engaged in a highly competitive industry; (c) the Company provides services related to its business and products to clients located in various areas throughout the United States; (d) you have or will obtain selective or specialized skills, knowledge, abilities, or customer contacts or information by reason of working for the Company and providing services to the Company; (e) you could, after having access to the Company’s Confidential Information (as defined below) and/or Trade Secrets (as defined below) and after receiving furth
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NAUTILUS CRYPTOMINE LLC (a Delaware limited liability company) Effective as of February 1, 2023Limited Liability Company Agreement • March 24th, 2023 • Terawulf Inc. • Services-computer processing & data preparation • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) of Nautilus Cryptomine LLC, a Delaware limited liability company (the “Company”), effective as of February 1, 2023 (the “Effective Date”), is adopted and entered into on March 23, 2023, by and among the Company, the Members (as defined herein) set forth on Schedule I hereto as of the date hereof, and such other Persons (as defined herein) who shall become Members in accordance with the provisions contained herein and pursuant to and in accordance with the Act (as defined herein).
AGREEMENT AND PLAN OF MERGER by and among IKONICS CORP, TELLURIDE HOLDCO INC., TELLURIDE MERGER SUB I, INC., TELLURIDE MERGER SUB II, INC. and TERAWULF INC. _________________________ Dated as of June 24, 2021Agreement and Plan of Merger • June 25th, 2021 • Ikonics Corp • Photographic equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2021 (this “Agreement”), by and among IKONICS Corp., a Minnesota corporation (“Parent”), Telluride Holdco, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“HoldCo”), Telluride Merger Sub I, Inc., a Minnesota corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub I”), Telluride Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub II”, and together with Parent, HoldCo and Merger Sub I, the “Parent Entities”), and TeraWulf Inc., a Delaware corporation (“Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • Ikonics Corp • Services-computer processing & data preparation • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among:
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 30th, 2021 • Ikonics Corp • Photographic equipment & supplies • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among IKONICS Corporation, a Minnesota corporation (“Parent”), Telluride Holdco, Inc., a Delaware corporation (“Holdco”), [●], as Rights Agent (the “Rights Agent”), and [●], in [its/his/her] capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).
FIRST AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan Agreement • July 1st, 2022 • Terawulf Inc. • Services-computer processing & data preparation
This First Amendment to Loan, Guaranty and Security Agreement (this “Amendment”) is made as of this 1st day of July, 2022 by and among TERAWULF INC., a Delaware corporation (“Borrower”), the Guarantors (as defined in the Loan Agreement (as defined below)) party hereto, the Lenders (as defined in the Loan Agreement (as defined below)) party hereto, and Wilmington Trust, National Association, a national banking association, in its capacity as administrative agent and collateral agent for the Lenders (in such capacities, and together with its successors and assigns in such capacities “Agent”).
TERAWULF INC. AMENDED AND RESTATED WARRANTWarrant Agreement • October 12th, 2022 • Terawulf Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED WARRANT AGREEMENT, dated as of October 7, 2022 (this “Amended and Restated Warrant Agreement” or “Warrant”), is by and between (a) TeraWulf Inc., a Delaware corporation (the “Corporation”), and (b) each Person listed on Schedule I (each a “Holder” and, collectively, the “Holders”). The Corporation and the Holders are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 25th, 2021 • Ikonics Corp • Photographic equipment & supplies • Minnesota
This Voting and Support Agreement (this “Agreement”), dated as of June 24, 2021, is entered into by and among TeraWulf Inc., a Delaware a corporation (the “Company”) and the undersigned (each, a “Shareholder”) holders of shares of common stock, par value $0.10 per share, of IKONICS Corporation (“Parent”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2021 • Ikonics Corp • Photographic equipment & supplies • Minnesota
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), made as of the 24th day of June 2021 (the “Effective Date”), between Ikonics Corporation (the “Company”), and Glenn Sandgren (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2023 • Terawulf Inc. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 1, 2023, by and among TeraWulf Inc., a Delaware corporation (the “Company”), and each Person listed the signature pages hereto (each a “WULF Investor” and, collectively, together with any transferee of Warrant Shares (as defined below) that enters into a joinder to this Agreement pursuant to Section 4.01, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 3rd, 2021 • Ikonics Corp • Services-computer processing & data preparation
AMENDMENT No. 3, dated as of December 2, 2021 (this “Amendment”), to the Agreement and Plan of Merger, dated as of June 24, 2021 (as previously amended by Amendments thereto dated August 5, 2021 and September 17, 2021, the “Merger Agreement”), by and among IKONICS Corporation, a Minnesota corporation (“Parent”), Telluride Holdco, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“HoldCo”), Telluride Merger Sub I, Inc., a Minnesota corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub I”), Telluride Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub II”, and together with Parent, HoldCo and Merger Sub I, the “Parent Entities”), and TeraWulf Inc., a Delaware corporation (“Company” and together with the Parent Entities, the “Parties”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Merger Agreement.
REVOLVING CREDIT AGREEMENT (Business Loans)Credit Agreement • May 26th, 1999 • Chromaline Corp • Photographic equipment & supplies
December 1, 2021 TO: Restricted Stock Unit Holder RE: Restricted Stock Unit Cancellation and Release AgreementCancellation and Release Agreement • December 3rd, 2021 • Ikonics Corp • Services-computer processing & data preparation • Minnesota
This is an agreement and release (this “Agreement”) that provides for cancellation of your outstanding restricted stock unit award(s) (“RSU Awards”), pursuant to which you could be issued shares of common stock of IKONICS Corporation (the “Company”), in exchange for cash payment equal to $33.82 for each share underlying the unvested portion of your RSU Awards, net of any applicable withholding taxes.
TERAWULF INC. WARRANTWarrant Agreement • March 3rd, 2023 • Terawulf Inc. • Services-computer processing & data preparation • Delaware
THIS WARRANT AGREEMENT, dated as of March 1, 2023 (this “Warrant”), is by and between (a) TeraWulf Inc., a Delaware corporation (the “Corporation”), and (b) each Person listed on Schedule I (each a “Holder” and, collectively, the “Holders”). The Corporation and the Holders are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”
V3.1.20221230(US) Pages 2 of 28 THIS AGREEMENT (the “Agreement”) is made on 2023-07-14. BETWEEN: (1) BITMAIN TECHNOLOGIES DELAWARE LIMITED, a company incorporated under the laws of the State of Delaware, the United States (File Number:...Sales and Purchase Agreement • July 18th, 2023 • Terawulf Inc. • Services-computer processing & data preparation
EQUIPMENT PURCHASE AGREEMENTEquipment Purchase Agreement • July 30th, 2021 • Ikonics Corp • Photographic equipment & supplies • Alberta
This PURCHASE AGREEMENT (“Agreement”) is entered into on the __19th __ day of ___March___, ____2021___ (“Effective Date”) by and among Minerva Semiconductor Corp., with a principal place of business at #3 559 Hurricane Drive, Calgary, Ab, T3Z 3S8 (“Seller”), and Terawulf Inc., with a principal place of business at 9 Federal Street, Easton, MD 21601 USA (“Buyer”).
FIFTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • March 3rd, 2023 • Terawulf Inc. • Services-computer processing & data preparation
This Fifth Amendment to Loan, Guaranty and Security Agreement (this “Amendment”) is made as of this 1st day of March, 2023 by and among TERAWULF INC., a Delaware corporation (“Borrower”), the Guarantors (as defined in the Loan Agreement (as defined below)) party hereto, the Lenders (as defined in the Loan Agreement (as defined below)) party hereto, and Wilmington Trust, National Association, a national banking association, in its capacity as administrative agent and collateral agent for the Lenders (in such capacities, and together with its successors and assigns in such capacities “Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 30th, 2021 • Ikonics Corp • Photographic equipment & supplies • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of June 24, 2021, is entered into by and among IKNONICS Corporation, a Minnesota corporation (“IKONICS”), Telluride Holdco Inc., a Delaware corporation and wholly owned subsidiary of IKONICS (“Holdco”), Telluride Merger Sub I, Inc., a Minnesota corporation and wholly owned subsidiary of Holdco (“Merger Sub I”), Telluride Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub II’) and , a (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT No. 4 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 9th, 2021 • Ikonics Corp • Services-computer processing & data preparation
AMENDMENT No. 4, dated as of December 8, 2021 (this “Amendment”), to the Agreement and Plan of Merger, dated as of June 24, 2021 (as previously amended by Amendments thereto dated August 5, 2021, September 17, 2021 and December 2, 2021, the “Merger Agreement”), by and among IKONICS Corporation, a Minnesota corporation (“Parent”), Telluride Holdco, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“HoldCo”), Telluride Merger Sub I, Inc., a Minnesota corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub I”), Telluride Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub II”, and together with Parent, HoldCo and Merger Sub I, the “Parent Entities”), and TeraWulf Inc., a Delaware corporation (“Company” and together with the Parent Entities, the “Parties”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Merger Agreement.
IKONICS CORPORATION Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • December 14th, 2020 • Ikonics Corp • Photographic equipment & supplies • Minnesota
IKONICS Corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
EXHIBIT 10.4 AGREEMENT REGARDING NON-DISCLOSURE OF CONFIDENTIAL INFORMATION AND NON-COMPETITION 1. INTRODUCTION. The Chromaline Corporation ("Chromaline") and the undersigned Employee acknowledge that the Employee has certain information as defined in...Agreement Regarding Non • April 7th, 1999 • Chromaline Corp • Minnesota
FINANCING AGREEMENT by and between DULUTH ECONOMIC DEVELOPMENT AUTHORITY, IKONICS CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION Relating to: $3,415,000 Tax Exempt Industrial Revenue Bonds, Series 2016 (IKONICS Project) Dated as of April 1, 2016Financing Agreement • May 12th, 2016 • Ikonics Corp • Photographic equipment & supplies
THIS FINANCING AGREEMENT is dated as of April 1, 2016, is made and entered into by and between the DULUTH ECONOMIC DEVELOPMENT AUTHORITY, IKONICS CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION. All capitalized terms used herein and not otherwise defined have the meanings assigned in Section 1.01 and Exhibit A or as otherwise provided in Section 1.02.
NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Lake Mariner Data LLC (“Purchaser”)Non-Fixed Price • March 31st, 2022 • Terawulf Inc. • Services-computer processing & data preparation
This non-fixed price sales and purchase agreement (this “Agreement”) is made on December 7, 2021 by and between Bitmain Technologies Limited (“Bitmain”), with its principal place of business at Unit Al of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong and Lake Mariner Data LLC (“Purchaser”), with its principal place of business at 9 Federal Street, Easton, MD 21601.
AMENDMENT NO. 1 TO ADMINISTRATIVE AND INFRASTRUCTURE SERVICES AGREEMENTAdministrative and Infrastructure Services Agreement • March 31st, 2023 • Terawulf Inc. • Services-computer processing & data preparation • New York
THIS AMENDMENT NO. 1 TO ADMINISTRATIVE AND INFRASTRUCTURE SERVICES AGREEMENT (this “Amendment”) dated as of March 29, 2023, is entered into by and between Terawulf Inc., a Delaware corporation (“Terawulf”), and Beowulf Electricity & Data Inc., a Delaware corporation (“Beowulf E&D”; TeraWulf and Beowulf E&D each a “Party” and collectively, the “Parties”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • March 13th, 2013 • Ikonics Corp • Photographic equipment & supplies • Minnesota
This Confidentiality Agreement (this “Agreement”), is entered into on this 11th day of March, 2013, between Ikonics Corporation, a Minnesota corporation (the “Company”), and Joseph R. Nerges, an individual resident of the State of Pennsylvania (the “Shareholder”).
Assignment and assumption agreementAssignment and Assumption Agreement • July 30th, 2021 • Ikonics Corp • Photographic equipment & supplies • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), effective as of May 13, 2021, is between TERAWULF INC., a Delaware corporation (the “Assignor”) and NAUTILUS CRYPTOMINE LLC, a Delaware limited liability company (the “Assignee”).
THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • October 12th, 2022 • Terawulf Inc. • Services-computer processing & data preparation
This Third Amendment to Loan, Guaranty and Security Agreement (this “Amendment”) is made as of this 7th day of October, 2022 by and among TERAWULF INC., a Delaware corporation (“Borrower”), the Guarantors (as defined in the Loan Agreement (as defined below)) party hereto, the Lenders (as defined in the Loan Agreement (as defined below)) party hereto, and Wilmington Trust, National Association, a national banking association, in its capacity as administrative agent and collateral agent for the Lenders (in such capacities, and together with its successors and assigns in such capacities “Agent”).
