SUBSCRIPTION AGREEMENT
Exhibit 34
This SUBSCRIPTION AGREEMENT is entered into as of January 30, 2023 (this “Subscription Agreement”), by and between TeraWulf Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
WHEREAS, Subscriber desires to subscribe for and purchase from the Company the warrants set forth on the signature page hereto (each, a “Warrant” and, collectively, the ”Warrants”), each exercisable to purchase one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price equal to $0.00001 per share of Common Stock, and the Company desires to issue and sell to Subscriber the Warrants in consideration of the payment of the aggregate purchase price for the Warrants set forth on the signature page hereto (the “Purchase Price”) by or on behalf of Subscriber to the Company on or prior to the closing of the Subscription (as defined below) contemplated hereby (the “Closing”).
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
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(i) | if to Subscriber, to such address or addresses set forth on the signature page hereto; |
(ii) | if to the Company, to: |
Terawulf Inc.
0 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel’s Office
Email: xxxxx@xxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxx
Email: xxxxxxxxxxx@xxxxxxxxx.xxx
[Remainder of page left intentionally blank.]
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IN WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.
TERAWULF INC.
By:
Name:Xxxxxxx Xxxxxx
Title:Chief Financial Officer
Date: January 30, 2023
[Company Signature Page to Subscription Agreement]
SUBSCRIBER:
Signature of Subscriber: | Signature of Joint Subscriber, if applicable: |
By: Name: Xxxx Xxxxxx Xxxxx: President | By: Name: Title: |
Date: January 30, 2023 | |
Name of Subscriber: Xxxxx XXXX LLC | Name of Joint Subscriber, if applicable: |
(Please print. Please indicate name and capacity of person signing above) | (Please Print. Please indicate name and capacity of person signing above) |
Name in which shares are to be registered | |
Email Address: xxxxxx@xxxxxxxx.xxx | |
If there are joint investors, please check one: | |
☐ Joint Tenants with Rights of Survivorship | |
☐ Tenants-in-Common | |
☐ Community Property | |
State/Country of Subscriber’s Formation or Domicile: | State/Country of Joint Subscriber’s Formation or Domicile: |
Subscriber’s EIN: | Joint Subscriber’s EIN: |
Business Address-Street: | Mailing Address-Street (if different): |
0 Xxxxxxx Xxxxxx | |
City, State, Zip: Xxxxxx, XX 00000 | City, State, Zip: |
Attn: General Counsel’s Office | Attn: |
Telephone No.: 000-000-0000 | Telephone No.: |
Facsimile No.: | Facsimile No.: |
Aggregate Number of Warrants subscribed for: 1,190,476 | |
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You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company. |
EXHIBIT A
WARRANT AGREEMENT