Iris Energy Limited 8,269,231 Ordinary Shares Underwriting AgreementIris 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”.
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
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. IRIS ENERGY...Iris Energy LTD • September 13th, 2023 • Finance services • New York
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 informationMaster 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.
Joinder AgreementJoinder Agreement • May 15th, 2024 • Iris Energy LTD • Finance services • New York
WHEREAS, Iris Energy Limited, a corporation existing under the laws of Australia (the “Company”), and B. Riley Securities, Inc. (“B. Riley Securities”), Cantor Fitzgerald & Co. (“Cantor”) and Compass Point Research & Trading, LLC (“Compass Point”; each of B. Riley Securities, Cantor and Compass Point individually an “Agent” and collectively, the “Agents”), heretofore executed and delivered an At Market Issuance Sales Agreement, dated September 13, 2023 (the “Sales Agreement”), providing for the issuance and sale of Ordinary Shares (as defined therein); and
RE: Iris Energy Limited – Legal Opinion, Purchase AgreementIris 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.
Page 5 of 5 #98810023v4 1.2 Call Purchase Fee. i. The Purchaser shall pay BITMA1N, as consideration for the Call Option (“Call Purchase Fee”): 1. an amount of US$12,768,000 which is calculated as 10% of the Original Call Purchase Price, within seven...Supplemental Agreement • August 28th, 2024 • Iris Energy LTD • Finance services
MASTER EQUIPMENT FINANCE AGREEMENTMaster 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”).
Joinder AgreementJoinder Agreement • May 15th, 2024 • Iris Energy LTD • Finance services • New York
WHEREAS, Iris Energy Limited, a corporation existing under the laws of Australia (the “Company”), and B. Riley Securities, Inc. (“B. Riley Securities”), Cantor Fitzgerald & Co. (“Cantor”) and Compass Point Research & Trading, LLC (“Compass Point”; each of B. Riley Securities, Cantor and Compass Point individually an “Agent” and collectively, the “Agents”), heretofore executed and delivered an At Market Issuance Sales Agreement, dated September 13, 2023 (the “Sales Agreement”), providing for the issuance and sale of Ordinary Shares (as defined therein); and
Joinder AgreementJoinder Agreement • May 15th, 2024 • Iris Energy LTD • Finance services • New York
WHEREAS, Iris Energy Limited, a corporation existing under the laws of Australia (the “Company”), and B. Riley Securities, Inc. (“B. Riley Securities”), Cantor Fitzgerald & Co. (“Cantor”) and Compass Point Research & Trading, LLC (“Compass Point”; each of B. Riley Securities, Cantor and Compass Point individually an “Agent” and collectively, the “Agents”), heretofore executed and delivered an At Market Issuance Sales Agreement, dated September 13, 2023 (the “Sales Agreement”), providing for the issuance and sale of Ordinary Shares (as defined therein); and
RE: Iris Energy Limited – Legal Opinion, Sales AgreementIris 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 AGREEMENTFinance 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”).
Page 5 of 31 #98824359v2 “US$” or “US Dollar(s)” means the lawful currency of the United States of America. “Warranty Period” means the period of time that the Products are covered by the warranty granted by BITMAIN or its Affiliates in accordance...Sales and Purchase Agreement • August 28th, 2024 • Iris Energy LTD • Finance services • Delaware
Page 5 of 21 #98810024v3 governmental charges and duties connected with the Purchaser’s purchase of the Products sold by BITMAIN or the payment of any amounts hereunder, but solely to the extent that Purchaser has accepted responsibility for such...Future Sales and Purchase Agreement • August 28th, 2024 • Iris Energy LTD • Finance services
Page 5 of 22 #98810022v3 3.7 The Purchaser is responsible for being compliant with tax filing requirement regulated by any federal, state or local taxing authority in the United States regarding all applicable taxes, including, but not limited to...Iris Energy LTD • August 28th, 2024 • Finance services • Delaware
RE: Iris Energy Limited – Legal Opinion, Sales AgreementIris Energy LTD • May 15th, 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.
