Iris Energy LTD Sample Contracts

Iris Energy Limited 8,269,231 Ordinary Shares Underwriting Agreement
Iris Energy LTD • November 9th, 2021 • Services-computer processing & data preparation • New York

Iris Energy Limited, a corporation existing under the laws of Australia (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,269,231 ordinary shares, with no par value, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,240,384 ordinary shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Ordinary Shares”.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 23rd, 2022 • Iris Energy LTD • Services-computer processing & data preparation • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 23, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Iris Energy Limited (ACN 629 842 799), a corporation existing under the laws of Australia (the “Company”).

Senior Indenture Dated as of [ ], [ ]
Iris Energy LTD • September 13th, 2023 • Finance services • New York

SENIOR INDENTURE, dated as of [ , ], between Iris Energy Limited, a corporation existing under the laws of Australia, as the Company, and [ ], as Trustee.

NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”)
Sales and Purchase Agreement • December 22nd, 2022 • Iris Energy LTD • Services-computer processing & data preparation

This non-fixed price sales and purchase agreement (this “Agreement”) is made on July 5, 2021 by and between Bitmain Technologies Limited (“Bitmain”) (Company number: 2024301), with its registered office at Unit Al of Unit A, 11th Floor, Success Commercial Building, 245-25 l Hennessy Road, Hong Kong, and IE CA Development Holdings 6 Ltd. (the “Purchaser”) (Company number: 793440603BC1310638), with its principal place of business at ***.

Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited (the “Company”) has determined that the information
Master Equipment Finance Agreement • December 22nd, 2022 • Iris Energy LTD • Services-computer processing & data preparation • New York

THIS MASTER EQUIPMENT FINANCE AGREEMENT (this “Master Agreement”) is dated as of March 24, 2022 (the “Closing Date”), among IE CA 4 HOLDINGS LTD., a corporation incorporated pursuant to the laws of the Province of British Columbia with an address of c/o Suite 201 – 290 Wallinger Avenue, Kimberley, BC V1A 1Z1 (“Borrower”), NYDIG ABL LLC, a Delaware limited liability company with an address of 510 Madison Avenue, 21st Floor, New York City, NY 10022 (“NYDIG”), as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), and NYDIG as collateral agent (in such capacity, the “Collateral Agent”) hereunder.

RE: Iris Energy Limited – Legal Opinion, Purchase Agreement
Iris Energy LTD • September 23rd, 2022 • Services-computer processing & data preparation • New South Wales

This opinion letter (the “Opinion Letter”) is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Securities.

MASTER EQUIPMENT FINANCE AGREEMENT
Master Equipment Finance Agreement • December 22nd, 2022 • Iris Energy LTD • Services-computer processing & data preparation

THIS MASTER EQUIPMENT FINANCE AGREEMENT (this “Master Agreement”) is dated as of December 15, 2020, between IE CA 2 HOLDINGS LTD., a company incorporated pursuant to the laws of the province of British Columbia with an address of Suite 201 - 290 Wallinger Avenue, Kimberley, BC V1A 1Z1 (“Borrower”), and ARCTOS CREDIT, LLC, a Delaware limited liability company with an address of 2443 Fillmore Street #406, San Francisco, CA 94115 (“Lender”).

Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited (the “Company”) has determined that the information (i) is not material and (ii) contains personal information. ORDINARY SHARE...
Ordinary Share Purchase Agreement • September 23rd, 2022 • Iris Energy LTD • Services-computer processing & data preparation • New York

This ORDINARY SHARE PURCHASE AGREEMENT is made and entered into as of September 23, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Iris Energy Limited (ACN 629 842 799), a corporation existing under the laws of Australia (the “Company”).

RE: Iris Energy Limited – Legal Opinion, Sales Agreement
Iris Energy LTD • March 21st, 2024 • Finance services • New South Wales

This opinion letter (this “Opinion Letter”) is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Ordinary Shares.

MASTER EQUIPMENT FINANCE AGREEMENT
Finance Agreement • December 22nd, 2022 • Iris Energy LTD • Services-computer processing & data preparation

THIS MASTER EQUIPMENT FINANCE AGREEMENT (this “Master Agreement”) is dated as of May 25, 2021, between IE CA 3 HOLDINGS LTD., a company incorporated pursuant to the laws of the province of British Columbia with an address of Suite 201 - 290 Wallinger Avenue, Kimberley, BC V1A 1Z1 (“Borrower”), and ARCTOS CREDIT, LLC, a Delaware limited liability company with an address of 2443 Fillmore Street #406, San Francisco, CA 94115 (“Lender”).

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