EX-1.1
from 10-Q
12 pages
Amendment No. 1 to Sales Agreement August 11, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, Ny 10022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, Ny 10171 Northland Securities, Inc. 150 South Fifth Street, Suite 3300 Minneapolis, Minnesota 55402 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street Nw, Suite 303 Washington, DC 20007 Ladies and Gentlemen: TeraWulf Inc., a Delaware Corporation (The “Company”), Together With Cantor Fitzgerald & Co. (“Cantor”) and B. Riley Securities, Inc. (“B. Riley Securities”; Each of Cantor and B. Riley Securities Individually an “Original Agent” and Collectively, the “Original Agents”), Are Parties to That Certain Sales Agreement Dated April 26, 2022 (The “Original Agreement”). the Company and D.A. Davidson & Co. (“D.A. Davidson”) Mutually Agreed to Terminate the Original Agreement With Respect to D.A. Davidson Effective as of August 7, 2023. All Capitalized Terms Not Defined Herein Shall Have the Meanings Ascribed to Them in the Original Agreement. the Company and Original Agents Desire to Amend the Original Agreement as Set Forth in This Amendment No. 1 Thereto (This “Amendment”) as Follows: 1. the Definitions of “Agent” and “Agents” in the First Paragraph of the Original Agreement Are Hereby Amended to Remove D.A. Davidson and to Include Northland Securities, Inc. (“Northland”) and Compass Point Research & Trading, LLC (“Compass Point” and Together With the Original Agents and Northland, the “Agents”). 2. Section 6(a) Is Hereby Amended to Replace: “The Prospectus Supplement Will Name the Cantor, B. Riley Securities and D.A. Davidson as the Agents in the Section Entitled ‘Plan of Distribution.’” With, “The Prospectus Supplement Will Name the Cantor, B. Riley Securities, Northland and Compass Point as the Agents in the Section Entitled ‘Plan of Distribution.’” Execution Version Exhibit 1.1
12/34/56
