Exhibit 10.2

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TERAWULF INC.

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May 16, 2022

Patrick Fleury

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Dear Patrick:

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”).

Term; Effectiveness. The period of your employment under this Agreement (the “Term”) will commence as of May 16, 2022 (the “Effective Date”), and will continue until the third anniversary of the Effective Date (the “Initial Term”). The Initial Term will be automatically extended for successive one-year periods (each such one-year period, a “Renewal Term”), unless either party provides written notice that the Term will not be so extended to the other party at least sixty (60) days prior to the last day of the then current term (e.g., Initial Term or Renewal Term, as applicable).

Position, Authority, Duties and Responsibilities. During the Term, you will be employed in the position of Chief Financial Officer of the Company and will have such authority, duties and responsibilities as are customary for such positions. You will report to the Chief Executive Officer of the Company. If requested by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company, you will also serve as an officer of subsidiaries or affiliates of the Company. Except as otherwise provided herein, you will not be entitled to any additional compensation for your service for other positions or titles you may hold with any subsidiaries or affiliates of the Company to the extent you are so appointed. Notwithstanding the preceding, you will be permitted to be involved with the businesses set forth on Annex I attached hereto or as otherwise approved in writing by the Chief Executive Officer of the Company.

You agree to observe and comply with the Company’s rules and policies as adopted from time to time by the Company. You will devote substantially all of your business time, skill, attention and best efforts to the performance of your duties hereunder; provided, however, that you will be entitled to (i) serve on civic, charitable, and religious boards and (ii) manage your personal and family investments, in each case, to the extent that such activities do not materially interfere with the performance of your duties and responsibilities hereunder, are not in conflict with the business interests of the Company or its subsidiaries or affiliates and do not otherwise compete with the business of the Company or any of its subsidiaries or affiliates.

Annual Base Salary. During the Term, for all services rendered under this Agreement, you will receive an annual base salary of $350,000, payable in accordance with the Company’s applicable payroll practices.

Annual Bonus. During the Term, you will be eligible to earn an annual fiscal year performance-based bonus (the “Annual Bonus”), with a target of 50% of your annual base salary, based upon both objective and/or subjective factors set annually by the Compensation Committee of the Board (the “Compensation Committee”), as applicable, and communicated to you at the beginning of the relevant year. Each such Annual Bonus will be payable on such date as is determined by the Compensation Committee, but in any event within the period required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (or any successor thereto). Notwithstanding the foregoing, no Annual Bonus will be payable with respect to any calendar year unless you remain continuously employed with the Company on the date of payment.

Inducement Award. As an inducement to your entering into this Agreement and commencement of employment with the Company hereunder, and subject to the approval of the Board (or a committee thereof), upon or promptly following the Effective Date, you will be granted an award of restricted stock units (“RSUs”) for 1,000,000 shares of the Company’s common stock, par value of $0.001 per share (the “Inducement Award”). Subject to your continued employment with the Company through the applicable vesting date, the Inducement Award will vest as follows: 250,000 RSUs will vest on the first anniversary of the grant date, 250,000 RSUs will vest on the second anniversary of the grant date and 500,000 RSUs will vest on the third anniversary of the grant date. The Company intends to grant the Inducement Award as an “inducement grant” (within the meaning of Nasdaq Marketplace Rule 5635(c)(4)). While the Inducement Award will be granted outside of the Company’s 2021 Omnibus Incentive Plan, the other terms and conditions applicable to the Inducement Award will be consistent with those applicable to restricted stock unit awards granted under the Company’s 2021 Omnibus Incentive Plan as described in the applicable award agreement.

Equity Compensation.  During the Term, you shall be eligible to receive equity-based compensation awards under the Company’s 2021 Omnibus Incentive Plan (or its successor plan) from time to time, as determined by the Board (or a subcommittee thereof) in its sole discretion. It is the intention of the parties that no additional equity-based compensation awards will be granted to you until the Inducement Award vests.

Benefits. During the Term, you will be entitled to participate in the Company’s benefit plans and programs generally made available from time to time for its employees generally, including, but not limited to medical, 401(k), and paid time off, subject to the terms and conditions of such plans and programs. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason. The Company will reimburse you for your reasonable expenses incurred in connection with performing your duties hereunder, in accordance with its then prevailing policies and procedures for expense reimbursement.

At-Will Employment; Termination. Your employment with the Company will be “at will,” such that the Company may terminate your employment at any time, with or without reason and with or without notice. You agree to provide the Company with at least sixty (60) days advance written notice of any voluntary resignation of your employment hereunder, and, in such event, the Company in its sole discretion may elect to accelerate the effective date of termination. The Company reserves the right to require that you not be in the offices of the Company or any of its affiliates and/or not undertake all or any of your duties and/or not contact clients, colleagues or advisors of the Company or any of its affiliates (unless otherwise instructed) during all or part of any period of notice of your termination of

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service (in which case you will be referred to hereunder as being on “garden leave”). During any period of garden leave, your terms and conditions of service and duties of fidelity and confidentiality to the Company will remain in full force and effect and, during any such period, you will remain a service provider to the Company and will not be employed or engaged in any other business.

Upon termination of your employment for any reason, you agree to resign, as of the date of termination or such other date requested by the Company, from all positions and offices that you then hold with the Company and its subsidiaries and affiliates.

Following the termination of your employment with the Company by either party and for any reason, all obligations of the Company to pay or provide you with compensation and benefits will cease, except (i) for the payment of any unpaid base salary or any unreimbursed expenses, in each case accrued or incurred through the effective date of the termination of your employment (the “termination date”), which will be payable as soon as practicable and in all events within 30 days following the termination date, (ii) as explicitly set forth in any other benefit plans or arrangements applicable to terminated employees in which you participate and (iii) as otherwise expressly required by applicable law (collectively, the “Accrued Obligations”). For the avoidance of doubt, except as described in Exhibit A attached hereto, any bonus for the year of termination of employment is forfeited if your employment is terminated for any reason. In addition, if your employment with the Company is terminated in certain circumstances, you (or your estate) will be entitled to receive certain payments and benefits as described in Exhibit A attached hereto, and subject to the conditions set forth therein.

Certain Covenants. As a condition of your employment, you agree to be bound by the restrictive covenants set forth in the Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”), attached hereto as Exhibit B, which will be in addition to, and not supersede, any restrictive covenant obligations to which you may otherwise be subject. The Restrictive Covenant Agreement will be executed contemporaneously with this Agreement.

Clawback. Any amounts payable hereunder are subject to any policy (whether currently in existence or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to you. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.

Indemnification. During your employment and service as an officer and at all times thereafter during which you may be subject to liability, you will be entitled to indemnification set forth in the Company’s governing documents to the maximum extent allowed under the laws of the State of Delaware and you will be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by you in connection with any action, suit, or proceeding to which you may be made a party by reason of you being or having been a director, officer or employee of the Company or any of its subsidiaries (other than any dispute, claim or controversy arising under or relating to this Agreement). Notwithstanding anything to the contrary herein, your rights under this paragraph will survive the termination of your employment for any reason and the expiration of this Agreement for any reason.

Cooperation. You agree that during and after your employment with the Company, you will assist the Company and its subsidiaries and affiliates in the defense of any claims or potential claims that may be made or threatened to be made against the Company or any of its subsidiaries and affiliates in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, that are not adverse to you (each, an “Action”), and will assist the Company and its subsidiaries and affiliates in the prosecution of any claims that may be made by the Company the

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Company and its subsidiaries and affiliates in any Action, to the extent that such claims may relate to your employment or the period of your employment by the Company and its subsidiaries and affiliates. You agree, unless precluded by law, to promptly inform the Company if you are asked to participate (or otherwise become involved) in any such Action. You also agree, unless precluded by law, to promptly inform the Company if you are asked to assist in any investigation (whether governmental or otherwise) of the Company and its subsidiaries and affiliates (or their Actions) to the extent that such investigation may relate to your employment or the period of the your employment by the Company, regardless of whether a lawsuit has then been filed against the Company and its subsidiaries and affiliates with respect to such investigation. The Company or one of its subsidiaries or affiliates will reimburse you for all of your reasonable out-of-pocket expenses incurred in connection with such cooperation.

Certain Representations. You represent and warrant that as of the date hereof: (i) you have the full right, authority and capacity to enter into this Agreement and perform your obligations hereunder; (ii) you are not bound by any agreement that conflicts with or prevents or restricts the full performance of your duties and obligations to the Company hereunder; and (iii) the execution and delivery of this Agreement will not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which you are subject. You acknowledge and agree that the Company shall not have any obligation to reimburse or indemnify you for any losses arising from any breach of the foregoing representations.

Tax Withholding. The Company may deduct and withhold from any amounts payable under this Agreement such Federal, state, local, non-U.S. or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation.

Assignment. Without the prior written consent of the Company, you may not assign this Agreement, except that you may assign by will or the laws of descent and distribution your accrued rights to payment, and any assignment in violation of this Agreement will be void. This Agreement will be binding on you and the Company and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction and in the event of your death, your estate and heirs in the case of any payments due to you hereunder); provided that the Company may assign its rights and obligations under this Agreement without the consent of you in the event that the Company shall hereafter affect any internal reorganization of the Company’s corporate structure, consolidation or merger.

Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

Dispute Resolution; Consent to Jurisdiction. You and the Company agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement (whether brought by any party or any of its affiliates or against any party or any of its affiliates) shall be brought in the United States federal and state courts in Wilmington, Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

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Amendment; Entire Agreement. No provisions of this Agreement may be amended, except by a written document signed by you and a duly authorized officer of the Company (other than you). This Agreement constitutes the entire agreement and understanding between the Company and you with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between you and the Company, relating to such subject matter. This Agreement is intended to and hereby supersedes any prior agreements or understandings, whether formal or informal, between you and the Company or any of its subsidiaries or affiliates.

IRC Section 409A. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Counterparts. This Agreement may be executed in multiple counterparts, which together shall constitute one and the same agreement. Facsimile, pdf and other true and accurate copies of this Agreement shall have the same force and effect as originals hereof.

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[Signature Page Follows]

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This Agreement is executed and delivered by the Company and you as of the date first set forth above.

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Accepted and Agreed:

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[Signature Page to Employment Agreement]

ANNEX I

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Permitted Activities

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EXHIBIT A

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1.Termination without Cause or Resignation for Good Reason. Subject to your continued compliance with the covenants contained in the Restrictive Covenant Agreement attached as Exhibit B to the Agreement, if your employment is terminated (i) by the Company without Cause or (ii) your resignation from employment for Good Reason then, in addition to the Accrued Obligations, the Company will:

(a)pay you a lump-sum cash payment on the sixtieth (60th) calendar day following the termination date in an aggregate amount equal to the annual base salary that would have been paid to you during the twelve (12)-month period following the termination date (the “Severance Period”), less applicable taxes and withholdings (the “Severance Payment”); provided that, in the event the Company determines that you have materially violated any covenant contained in the Restrictive Covenant Agreement, you will be required to disgorge to the Company a prorated portion of the Severance Payment, determined on a daily basis from the date of such breach through the last day of the Severance Period;

(b)continue to provide coverage during the Severance Period (or until you become eligible for comparable coverage under the medical health plans of a successor employer, if earlier) for you and any eligible dependents under all Company health and welfare plans in which you and any such dependents participated immediately prior to the termination date, subject to any active-employee cost-sharing or similar provisions in effect for you thereunder as of immediately prior to the termination date; provided that such coverage will not be provided in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), and in lieu of providing the coverage described above, the Company will instead pay to you a fully taxable monthly cash payment in an amount such that, after payment by you of all taxes on such payment, you retain an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period. For the avoidance of doubt, your health benefit coverage from the Company during the Severance Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code;

(c)pay you a prorated portion of the Annual Bonus payable with respect to the fiscal year in which such termination occurs determined on a daily basis, based on target level of achievement of the applicable performance goals for such year, payable on the sixtieth (60th) calendar day following the termination date;

(d)pay you any previously earned Annual Bonus payable to you for any fiscal year of the Company completed on or before the termination date that has not been paid to you as of the termination date, payable on the sixtieth (60th) calendar day following the termination date; and

(e)treat all outstanding equity awards held by you in accordance with the terms of the applicable equity plan and award agreements; provided that, with respect to awards that vest (i) solely based on continued service with the Company, you will vest in any tranche scheduled to vest in accordance with the applicable award agreement during the Severance Period and (ii) based on the achievement of performance criteria, based on the actual achievement of such performance criteria that occurs during the Severance Period.

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Notwithstanding the foregoing, this Section 1(e) shall not apply to the Inducement Award.

2.Termination due to Disability or Death. Subject to your continued compliance with the covenants contained in Exhibit B, if your employment terminates due to your Disability or death, then, in addition to the Accrued Obligations, the Company will:

(a)pay you (or your estate) a pro-rata Annual Bonus for the year of termination, determined on a daily basis, based on actual performance for the full year, payable in the same manner and the same time as provided in the “Annual Bonus” section of this Agreement; and

(b)pay you (or your estate) any previously earned Annual Bonus payable to you for any fiscal year of the Company completed on or before the termination date that has not been paid to you as of the termination date, payable on the sixtieth (60th) calendar day following the termination date.

3.Release. Notwithstanding anything herein to the contrary, the amounts set forth in this Exhibit A will be contingent upon and subject to your (or your estate’s, if applicable) execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (the “Release”) (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the date of termination.

4.Definitions. For purposes of this Agreement:

(a)“Cause” will mean your (i) having engaged in material misconduct in providing services to the Company or its affiliates; (ii) having engaged in conduct that you knew or reasonably should have known would be materially injurious to the Company or its affiliates; (iii) having been convicted of (after all appeals have been exhausted), or having entered a plea bargain or settlement admitting guilt for, (x) a felony or (y) any other criminal offense involving fraud or, in the course of the performance of your service to the Company, material dishonesty; (iv) unlawful use or possession of illegal drugs on the Company’s premises or while performing your duties and responsibilities to the Company; or (v) commission of an act of fraud, embezzlement or misappropriation, in each case against the Company or any affiliate. The determination of whether Cause exists shall be made by the Compensation Committee in good faith in its sole discretion upon, or within 60 days following, termination of your employment or service based on information available to the Compensation Committee through such 60-day period. Notwithstanding the foregoing, Cause shall not exist unless you have first received a written notice from the Company which sets forth in reasonable detail the circumstances giving rise to Cause and you will have a period of 30 days to cure (if capable of cure).

(b)“Disability” will mean your disability caused by any physical or mental injury, illness or incapacity as a result of which you have been unable to effectively perform the essential functions of your duties for a continuous period of more than 120 days or for any 180 days (whether or not continuous) within a 365-day period, as determined by the Board in good faith. If any question will arise as to whether a Disability exists, you may, and at the request of the Company will, submit to a medical examination by a physician selected by the Company to determine whether a Disability exists and such determination will for the purposes of this Agreement be conclusive of the issue. If such question will arise and you will fail to submit to such medical examination, the Company’s determination of the issue will be binding on you.

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(c)You will have “Good Reason” to resign from your employment in the event that any of the following actions are taken by the Company without your prior written consent: (i) a material reduction in your annual base salary; (ii) a material reduction in your Annual Bonus target opportunity; (iii) any material diminution of your duties, responsibilities, authority, positions or titles, other than any changes in duties, responsibilities, authority, positions or titles that result solely from the Company’s ceasing to be a stand-alone public corporation; (iv) a material change in your reporting line, which for the avoidance of doubt will include no longer reporting directly to the individual who serves as the Chief Executive Officer of the Company as of the Effective Date as a result of such individual’s involuntary termination of employment (e.g., a termination by the Company without “cause” or a resignation by such individual for “good reason”); or (v) any material breach by the Company of any material term or provision of the Agreement; provided, however, that none of the events described in the foregoing clauses shall constitute Good Reason unless you have notified the Company in writing describing the events that constitute Good Reason within thirty (30) calendar days following the first occurrence of such events and then only if the Company fails to cure such events within thirty (30) calendar days after the Company’s receipt of such written notice, and you have actually terminated your employment with the Company promptly following the expiration of such cure period.

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EXHIBIT B

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Restrictive Covenant Agreement

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(see attached)

Exhibit 10.3

TERAWULF INC.

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RESTRICTIVE COVENANT AGREEMENT

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 further experience, become a competitor; and (f) the Company will suffer irreparable harm if you were to terminate your employment and thereafter, directly or through activities or efforts of any third parties, enter into competition with the Company. In consideration of your employment or service or continued employment or service with the Company, access to Company goodwill and Confidential Information, and in order to assure the confidentiality and proper use of the Confidential Information and Trade Secrets and for other good and valuable consideration the receipt and sufficiency of are hereby acknowledged, the parties hereby agree as follows:

1.Restricted Activities. You agree that some restrictions on your activities during and after your employment are necessary to protect the goodwill, Confidential Information, Trade Secrets and other legitimate interests of the Company.

(a)Noncompetition. During your employment or service with the Company and for a period of six (6) months after your employment or service terminates, you shall not, either directly or indirectly, on your behalf or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group or other entity (each, a “Person”), engage, within the Territory, as an officer, director, owner, partner, member, joint venturer, employee, team member, independent contractor, agent or consultant in the same, similar or related capacity as you were employed by or providing services to the Company, in any business engaged in the Business of the Company (as defined below); provided, however, that you shall not be prohibited from passively owning less than five percent (5%) of the outstanding shares of any class of equity securities registered under the Securities Exchange Act of 1934, as amended; provided, further that your continued engagement with the business(es) set forth on Exhibit A shall not be a violation of this Agreement. Notwithstanding the preceding, if your employment or service is terminated for “cause” (as such term is defined in your then-current employment or service agreement), the restrictions in this Section 1(a) shall apply during the twelve (12) month period immediately following the date your employment or service with the Company terminates.

(b)Nonsolicitation. In addition, during your employment or service with the Company and for a period of eighteen (18) months thereafter, you shall not, either directly or indirectly, on your behalf or on behalf of or in conjunction with any other Person:

(i)solicit or attempt to solicit any employee of the Company (or any employee who was employed by the Company within the six (6) months prior to your termination of employment or service), with whom you had business relations or material contact, to end his or her relationship with the Company or hire or attempt to hire any of the foregoing; or

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(ii)seek to induce or otherwise cause any customer, client, supplier, vendor, licensee, licensor or any other Person with whom the Company then has, or during the six (6) months prior to such time had, a business relationship, whether by contract or otherwise, with whom you had business relations or material contact or about whom you have Confidential Information or Trade Secrets, to discontinue or alter such business relationship in a manner that is adverse to the Company.

Certain Definitions. As used herein, “Territory” shall be defined as the United States of America and any other territory where you are working at the time of termination of employment or service with the Company or the Company is doing business; which you acknowledge and agree is the territory in which you are providing services to the Company. The “Business of the Company” means (A) any business or activity engaged in by the Company and in which you were involved or obtained Confidential Information or Trade Secrets during your employment or service with the Company, and (B) any other business opportunity that is under active consideration by the Company during your employment or service with the Company and in which you were involved or obtained Confidential Information or Trade Secrets during his or her employment or service with the Company.

2.Blue Pencil. The restrictive covenants set forth herein are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of the restrictive covenants set forth herein relating to the time period, scope or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction or arbitrator to exceed the maximum time period, scope or geographic area, as applicable, that such court or arbitrator deems reasonable and enforceable, then the restrictive covenants set forth herein shall automatically be considered to have been amended and revised to reflect such determination.

3.Severability. All of the covenants set forth herein shall be construed as an agreement independent of any other provisions in this Agreement, and the existence of any claim or cause of action you may have against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants.

4.Acknowledgements. You acknowledge that you have carefully read and considered the provisions of the restrictive covenants set forth herein and, having done so, agree that the restrictive covenants set forth herein impose a fair and reasonable restraint on you and are reasonably required to protect the interests of the Company and its respective officers, directors, employees and equityholders.

5.Trade Secrets and Confidential Information.

(a)“Confidential Information” means all nonpublic or proprietary data or information (other than Trade Secrets) concerning the business and operations of the Company, including, but not limited to, any nonpublic information (regardless of whether in writing or retained as personal knowledge) pertaining to research and development; product costs, designs and processes; equityholder information; pricing, cost, or profit factors; quality programs; annual budget and long-range business plans; marketing plans and methods; contracts and bids; business ideas; and methods, inventions, innovations, developments, graphic designs, website designs, patterns, specifications, procedures, databases and personnel. “Trade Secret” means trade secret as defined by applicable state law. In the absence of such a definition, Trade Secret means information including, but not limited to, any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

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(b)You acknowledge that in the course of your employment or service with the Company, you have received or will receive and has had or will have access to Confidential Information and Trade Secrets of the Company, and that unauthorized or improper use or disclosure by you of such Confidential Information or Trade Secrets will cause serious and irreparable harm to the Company. Accordingly, you are willing to enter into the covenants contained herein in order to provide the Company with what you consider to be reasonable protection for its interests.

(c)You hereby agree to (i) hold in confidence all Confidential Information of the Company that comes into your knowledge during your employment or service by the Company and (ii) not disclose, publish or make use of such Confidential Information, other than in the good-faith performance of your duties, without the prior written consent of the Company for as long as the information remains Confidential Information.

(d)You hereby agree to hold in confidence all Trade Secrets of the Company that comes into your knowledge during your employment or service by the Company and not to disclose, publish or make use of at any time after the date hereof such Trade Secrets without the prior written consent of the Company for as long as the information remains a Trade Secret.

(e)Notwithstanding the foregoing, the provisions of this Section 5 will not apply to (i) Confidential Information or Trade Secrets that otherwise becomes generally known in the industry or to the public through no act of you or any person or entity acting by or on your behalf or information which you can demonstrate to have had rightfully in your possession prior to the commencement of your employment or service with the Company or (ii) information required to be disclosed by judicial or governmental proceedings; provided that, in the event you are ordered by a court or other government agency to disclose any Confidential Information, you shall (1) promptly notify the Company of such order, (2) diligently contest such order at the sole expense of the Company as expenses occur and (3) seek to obtain at the sole expense of the Company such confidential treatment as may be available under applicable laws for any information disclosed under such order.

(f)Notwithstanding anything to the contrary herein, none of the covenants set forth herein will prohibit you from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or require modification or prior approval by the Company of any such reporting.

(g)Notwithstanding anything to the contrary contained herein, pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state Trade Secret law for the disclosure of a Trade Secret that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. You also understand that if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Trade Secret to your attorney and use the Trade Secret information in the court proceeding, if you (i) file any document containing the Trade Secret under seal, and (ii) do not disclose the Trade Secret, except pursuant to court order.

6.Work Product and Inventions.

(a)You acknowledge that your work on and contributions to documents, programs, methodologies, protocols and other expressions in any tangible medium (including, without limitation, all

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business ideas and methods, inventions, innovations, developments, graphic designs, web site designs, patterns, specifications, procedures or processes, market research, databases, works of authorship, products and other works of creative authorship) which have been or will be prepared by you, or to which you have contributed or will contribute, in connection with your services to the Company (collectively, “Works”), are and will be within the scope of your employment or service and part of your duties and responsibilities. Your work on and contributions to the Works will be rendered and made by you for, at the instigation of, and under the overall direction of the Company, and are and at all times shall be regarded, together with the Works, as “work made for hire” as that term is used in the United States Copyright Laws. However, to the extent that any court or agency should conclude that the Works (or any of them) do not constitute or qualify as a “work made for hire”, you hereby assign, grant and deliver exclusively and throughout the world to the Company all rights, titles and interests in and to any such Works, and all copies and versions, including all copyrights and renewals. You agree to cooperate with the Company and to execute and deliver to the Company and its successors and assigns, any assignments and documents the Company requests for the purpose of establishing, evidencing and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests of every kind and nature, including all copyrights, in and to the Works, and you constitute and appoint the Company as its agent to execute and deliver any assignments or documents you fail or refuse to execute and deliver, this power and agency being coupled with an interest and being irrevocable. Without limiting the preceding provisions of this Section 6(a), you agree that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company, in its sole discretion, may determine.

(b)You shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company, any invention or idea of yours in any way connected with your services or related to the Business of the Company, the research or development of the Company, or demonstrably anticipated research or development (developed alone or with others), conceived or made during your employment or services with the Company or within three (3) months thereafter and hereby assign to the Company any such invention or idea. You agree, subject to reimbursement of actual out of pocket expenses related thereto and at the Company’s sole liability and expense, to cooperate with the Company and sign all papers reasonably deemed necessary by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm the Company’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoint the Company as its agent to execute and deliver any assignments or documents you fail or refuse to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable. This constitutes the Company’s written notification that this assignment does not apply to an invention for which no equipment, supplies, facility or Trade Secret information of the Company was used and which was conceived and developed entirely on your own time, unless (i) the invention relates (A) directly to the Business of the Company, or (B) to actual or demonstrably anticipated research or development of the Company, or (ii) the invention results from any work performed by you for the Company.

7.Equitable Remedy. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the covenants set forth herein, and because of the immediate and irreparable damage that would be caused to the Company for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to the Company, at law or in equity, the Company shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach by you of any provision set forth herein. The Company may seek temporary and/or permanent injunctive relief for an alleged violation of the covenants set forth herein without the necessity of posting a bond.

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8.Miscellaneous.

(a)Amendment; No Waiver. No provision of this Agreement may be amended, modified, waived or discharged except as agreed to in writing signed by both you and a duly authorized officer of the Company. The failure of you or the Company to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive you or the Company of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(b)Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested to the contact details below. The parties may use email delivery, so long as the message is clearly marked, sent to the email address(es) set forth below.

If to the Company, to:

TeraWulf Inc.
9 Federal Street
Easton, MD 21601
Telephone: (410) 770-9500
Facsimile: (410) 770-9705
Email: legal@terawulf.com
Attention: General Counsel’s Office

If to you, the address, facsimile number or email address that you most recently provided to the Company, or to such other address, facsimile number or email address as such party may hereafter specify for the purpose by notice to the other parties hereto.

(c)Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

(d)Dispute Resolution; Consent to Jurisdiction. You and the Company agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement (whether brought by any party or against any party) shall be brought in the United States federal and state courts in Wilmington, Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(e)Counterparts. This Agreement may be executed in multiple counterparts, which together shall constitute one and the same agreement. Facsimile, pdf and other true and accurate copies of this Agreement shall have the same force and effect as originals hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 16th day of May, 2022.

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[Signature Page to TeraWulf Inc. Restrictive Covenant Agreement]

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Exhibit A

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Permitted Activities

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Exhibit 10.4

TERAWULF INC.

NOTICE OF INDUCEMENT RSU GRANT

(INDUCEMENT AWARD OUTSIDE OF THE TERAWULF 2021 OMNIBUS INCENTIVE PLAN)

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By signing your name below, you accept the RSUs granted to you by the Company as an inducement to you entering into employment with the Company in compliance with Nasdaq Listing Rule 563(c)(4).  Unless otherwise defined herein, capitalized terms used herein shall have the same defined meanings as set forth in the TeraWulf 2021 Omnibus Incentive Plan (the “Plan”).  The RSUs are granted outside of the Plan, but you acknowledge and agree that such RSUs are subject to all of the terms and conditions of the Plan (as if it had been granted under the Plan), the Award Agreement set forth on Annex I and the restrictive covenants set forth on Exhibit A thereto, each of which are hereby made a part of this document.

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ANNEX I

TERAWULF INC.

INDUCEMENT AWARD

RESTRICTED STOCK UNIT AWARD AGREEMENT

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Pursuant to the Inducement RSU Grant Notice (“Grant Notice”) and this Inducement Award Restricted Stock Unit Award Agreement (this “Award Agreement”), TeraWulf Inc. (together with its Subsidiaries, whether existing or thereafter acquired or formed, and any and all successor entities, the “Company”) has granted the Participant Restricted Stock Units (the “RSUs”) with respect to the number of Shares indicated in the Grant Notice (the “Award”).  Each RSU represents the right to receive one Share.  The RSUs are granted to the Participant effective as of the Date of Grant.  The RSUs are granted outside of the TeraWulf 2021 Omnibus Incentive Plan (the “Plan”), pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules as an inducement for the Participant to commence employment with the Company.  In addition, the RSUs are being granted for the purposes of (i) inducing the Participant to become, and to retain the Participant as, Chief Financial Officer of the Company and (ii) aligning the Participant’s interests with those of the Company’s stockholders. Notwithstanding the forgoing, the RSUs shall be subject to the terms and conditions of the Plan as if the RSUs had been granted under the Plan, and the terms and conditions of the Plan are hereby incorporated into the Grant Notice and this Award Agreement.  Capitalized terms not explicitly defined in this Award Agreement or in the Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

1.Vesting; Settlement.

(a)Vesting.  Twenty-five percent (25%) of the RSUs subject to the Award shall vest upon each of the first two anniversaries of the Date of Grant and the remaining fifty percent (50%) of the RSUs subject to the Award shall vest upon the third anniversary of the Date of Grant, in each case, subject to the Participant’s continued employment or service with the Company through each such date (each such date, a “Vesting Date”).

(b)Settlement.   Subject to the provisions of this Award Agreement, promptly following the applicable Vesting Date (and no later than the thirtieth (30^th) day following the applicable Vesting Date), the Participant shall receive the number of Shares that correspond to the number of RSUs that have vested subject to Section 1(a), less any Shares withheld by the Company pursuant to Section 5 below. Upon such delivery, such Shares shall be fully assignable, saleable and transferable by the Participant, provided that any such assignment, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws.

(c)Incorporation by Reference. It is understood that the RSUs granted hereunder are granted outside of the Plan; provided, however, that, unless inconsistent with the express terms of this Award Agreement, this Award Agreement shall be construed and administered in a manner consistent with the provisions of the Plan as if granted pursuant thereto, the terms of which are incorporated herein by

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reference (including, without limitation, any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan, which shall be deemed to apply to the RSUs granted hereunder without any further action of the Committee, unless expressly provided otherwise by the Committee). The Committee shall have final authority to interpret and construe the Plan’s terms as they are incorporated herein by reference and deemed to apply to the RSUs granted hereunder, and this Award Agreement, and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and the Participant’s beneficiary in respect of any questions arising under the Plan or this Award Agreement. For the avoidance of doubt, neither the RSUs granted hereunder nor any Shares issued upon settlement of such RSUs shall reduce the number of Shares available for issuance pursuant to Awards granted under the Plan.

2.Dividend Equivalents.  Unless otherwise provided by the Committee, the Participant shall not be eligible to receive dividend equivalents with respect to the RSUs unless and until the Participant becomes the record owner of the Shares underlying the RSUs, at which time accrued dividend equivalents shall be paid pursuant to Section 9(g)(ii) of the Plan.

3.Termination of Employment.  In the event of the Participant’s termination of employment or service with the Company at any time, all unvested RSUs shall be canceled immediately and the Participant shall not be entitled to receive any payments with respect thereto.

4.Rights as a Stockholder.  The Participant shall have no voting rights with respect to the RSUs unless and until the Participant becomes the record owner of the Shares underlying the RSUs.

5.Tax Withholding.  The Participant shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that the Participant incurs in connection with the receipt, vesting or settlement of any RSU granted hereunder. The Company shall be authorized to withhold from the Award the amount (in cash or Shares, or any combination thereof) of applicable withholding taxes due in respect of the Award, its settlement or any payment or transfer under the Award and to take such other action (including providing for elective payment of such amounts in cash or other property by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes; provided, however, that no Shares shall be withheld with a value exceeding the maximum statutory rates in the applicable tax jurisdictions.

6.Clawback; Forfeiture; Detrimental Conduct.  The RSUs shall be subject to the clawback, forfeiture and detrimental conduct provisions set forth in Section 15(u) of the Plan.

7.Restrictive Covenants.

(a)Without limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to which the Participant may be a party, the Participant shall be subject to the confidentiality and restrictive covenants set forth on Exhibit A attached hereto, which Exhibit A is incorporated herein and forms part of this Award Agreement.

(b)In the event that the Participant violates any of the restrictive covenants referred to in this Section 7, in addition to any other remedy that may be available at law or in equity, the RSUs shall be automatically forfeited effective as of the date on which such violation first occurs.  The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive covenants.

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8.Miscellaneous.

(a)Compliance with Legal Requirements.  The granting of the RSUs, and any other obligations of the Company under this Award Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant’s rights under this Award Agreement.

(b)Representations.  The Participant acknowledges that the grant of the RSUs hereunder satisfies in full the Company’s obligation to grant him the “Inducement RSU Award,” as defined and described in that certain employment agreement, dated as of May 16, 2022, by and between the Company and the Participant, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Employment Agreement,” which term, as used herein, shall include any subsequent employment or services agreement between the Participant and the Company or any of its Affiliates that replaces or supersedes such agreement).

(a)Transferability.  The RSUs shall be subject to Section 15(b) of the Plan.

(b)Waiver.  No amendment or modification of any provision of this Award Agreement shall be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Company may amend or modify this Award Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Award Agreement.  No waiver of any breach or condition of this Award Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.  Any amendment or modification of or to any provision of this Award Agreement, or any waiver of any provision of this Award Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

(c)Section 409A.  This Award Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and the provisions of this Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and this Award Agreement shall be operated accordingly.  If any provision of this Award Agreement or any term or condition of the RSUs would otherwise conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in this Award Agreement, if the Committee considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code any distribution that otherwise would be made to such Participant with respect to RSUs as a result of such separation from service shall not be made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code.  If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participants’ right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment.  Notwithstanding the foregoing, the tax treatment of the

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benefits provided under this Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

(d)General Assets.  All amounts credited in respect of the RSUs to the book-entry account under this Award Agreement shall continue for all purposes to be part of the general assets of the Company.  The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

(e)Notices.  All notices, requests and other communications under this Award Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested to the contact details below. The parties may use e-mail delivery, so long as the message is clearly marked, sent to the e-mail address(es) set forth below.

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if to the Company, to:

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TeraWulf Inc.

9 Federal Street

Easton, MD 21601

Telephone: (410) 770-9500

Facsimile: (410) 770-9705

Email: legal@terawulf.com

Attention: General Counsel’s Office

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if to the Participant, to the address, facsimile number or e-mail address that the Participant most recently provided to the Company, or to such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the other parties hereto.

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(f)Severability.  The invalidity or unenforceability of any provision of this Award Agreement shall not affect the validity or enforceability of any other provision of this Award Agreement, and each other provision of this Award Agreement shall be severable and enforceable to the extent permitted by law.

(g)Successors.  The terms of this Award Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(h)Entire Agreement.  The Participant acknowledges receipt of a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the RSU terms), and hereby accepts the grant of RSUs and agrees to be bound by its contractual terms as set forth herein (including Exhibit A) and those incorporated from the Plan.  The Participant acknowledges and agrees that the grant of the RSUs constitutes additional consideration to the Participant for the Participant’s continued and future compliance with any restrictive covenants in favor of the Company by which the Participant is otherwise bound.  The Participant hereby agrees to accept as binding, conclusive and final all

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decisions and interpretations of the Committee regarding any questions relating to the RSU.  In the event of a conflict between the terms and provisions incorporated from the Plan and the terms and provisions of this Award Agreement, the Plan terms and provisions shall prevail.  This Award Agreement, including the terms and provisions incorporated from the Plan, constitutes the entire agreement between the Participant and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

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(i)Governing Law.  Except as otherwise set forth in the Employment Agreement, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

(j)Dispute Resolution; Consent to Jurisdiction.  Except as otherwise set forth in the Employment Agreement, the Participant and the Company agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Award Agreement (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the United States federal and state courts in Wilmington, Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(k)Electronic Signature and Delivery.  This Award Agreement may be accepted by return signature or by electronic confirmation.  By accepting this Award Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information shall be delivered in hard copy to the Participant).

(l)Electronic Participation.  The Company may, in its sole discretion, decide to deliver any documents related to this Award Agreement by electronic means.  The Participant hereby consents to receive such documents by electronic delivery, including through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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EXHIBIT A

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RESTRICTIVE COVENANTS

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The Participant acknowledges and agrees that during the Participant’s employment or service with the Company, the Participant will be providing services to the Company and that the Participant will be intimately involved in the planning for or direction of the business of the Company, and that the Participant has 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.

1.Noncompetition.  During the Participant’s employment or service with the Company and for a period of six (6) months thereafter, the Participant shall not, either directly or indirectly, on the Participant’s behalf or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a “Person”), engage, within the Territory (as described below), as an officer, director, owner, partner, member, joint venturer, employee, team member, independent contractor, agent or consultant in the same, similar or related capacity as the Participant was employed by or providing services to the Company, in any business engaged in the Business of the Company (as described below); provided, however, that the Participant shall not be prohibited from passively owning less than five percent (5%) of the outstanding shares of any class of equity securities registered under the Securities Exchange Act of 1934, as amended (the “34 Act”); provided, further that the Participant’s continued engagement with the business(es) set forth on Schedule I shall not be a violation of this Award Agreement. Notwithstanding the preceding, if the Participant’s employment or service is terminated for Cause, the restrictions in this Section 1 shall apply during the twelve (12) month period immediately following the date the Participant’s employment or service with the Company terminates.

2.Nonsolicitation.  In addition, during the Participant’s employment or service with the Company and for a period of eighteen (18) months thereafter, the Participant shall not, either directly or indirectly, on the Participant’s behalf or on behalf of or in conjunction with any other Person:

(a)solicit or attempt to solicit any employee of the Company or any of its Affiliates (or any employee who was employed by the Company or any of its Affiliates within the six (6) months prior to the Participant’s termination of employment or service), with whom the Participant had business relations or material contact, to end his or her relationship with the Company or any of its Affiliates or hire or attempt to hire any of the foregoing; or

(b)seek to induce or otherwise cause any customer, client, supplier, vendor, licensee, licensor or any other Person with whom the Company or any of its Affiliates then has, or during the six (6) months prior to such time had, a business relationship, whether by contract or otherwise, with whom the Participant had business relations or material contact or about whom the Participant has Confidential Information (as defined below) or Trade Secrets (as defined below), to discontinue or alter such business relationship in a manner that is adverse to the Company or any of its Affiliates.

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i.The “Territory” shall be defined as the United States of America and any other territory where the Participant is working at the time of termination of employment or service with the Company or the Company is doing business; which the Participant acknowledges and agrees is the territory in which the Participant is providing services to the Company.

ii.The “Business of the Company” means (A) any business or activity engaged in by the Company and in which the Participant was involved or obtained Confidential Information or Trade Secrets during his or her employment or service with the Company, and (B) any other business opportunity that is under active consideration by the Company during the Participant’s employment or service with the Company and in which the Participant was involved or obtained Confidential Information or Trade Secrets during his or her employment or service with the Company.

3.Blue Pencil.  The restrictive covenants set forth herein are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant.  If any provision of the restrictive covenants set forth herein relating to the time period, scope, or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction or arbitrator to exceed the maximum time period, scope or geographic area, as applicable, that such court or arbitrator deems reasonable and enforceable, then the restrictive covenants set forth herein shall automatically be considered to have been amended and revised to reflect such determination.

4.Severability.  All of the covenants set forth herein shall be construed as an agreement independent of any other provisions in this Exhibit A, and the existence of any claim or cause of action the Participant may have against the Company, whether predicated on this Exhibit A or otherwise, shall not constitute a defense to the enforcement by the Company or any of its Affiliates of such covenants.

5.Participant Acknowledgments.  The Participant has carefully read and considered the provisions of the restrictive covenants set forth herein and, having done so, agrees that the restrictive covenants set forth herein impose a fair and reasonable restraint on the Participant and are reasonably required to protect the interests of the Company and its Affiliates and their respective officers, directors, employees and equityholders.

6.Trade Secrets and Confidential Information.

(a)“Confidential Information” means all non-public or proprietary data or information (other than Trade Secrets) concerning the business and operations of the Company or any of its Affiliates, including, but not limited to, any non-public information (regardless of whether in writing or retained as personal knowledge) pertaining to research and development; product costs, designs and processes; equityholder information; pricing, cost, or profit factors; quality programs; annual budget and long-range business plans; marketing plans and methods; contracts and bids; business ideas; and methods, inventions, innovations, developments, graphic designs, website designs, patterns, specifications, procedures, databases and personnel.  “Trade Secret” means trade secret as defined by applicable state law.  In the absence of such a definition, Trade Secret means information including, but not limited to, any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any

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of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(b)The Participant acknowledges that in the course of the Participant’s employment or service with the Company, the Participant has received or will receive and has had or will have access to Confidential Information and Trade Secrets of the Company or any of its Affiliates, and that unauthorized or improper use or disclosure by the Participant of such Confidential Information or Trade Secrets will cause serious and irreparable harm to the Company or any of its Affiliates.  Accordingly, the Participant is willing to enter into the covenants contained herein in order to provide the Company and its Affiliates with what the Participant considers to be reasonable protection for its interests.

(c)The Participant hereby agrees to (i) hold in confidence all Confidential Information of the Company or any of its Affiliates that come into the Participant’s knowledge during the Participant’s employment or service by the Company and (ii) not disclose, publish or make use of such Confidential Information, other than in the good-faith performance of the Participant’s duties, without the prior written consent of the Company for as long as the information remains Confidential Information.

(d)The Participant hereby agrees to hold in confidence all Trade Secrets of the Company or any of its Affiliates that come into the Participant’s knowledge during the Participant’s employment or service by the Company and not to disclose, publish, or make use of at any time after the date hereof such Trade Secrets without the prior written consent of the Company for as long as the information remains a Trade Secret.

(e)Notwithstanding the foregoing, the provisions of this Section 6 will not apply to (i) Confidential Information or Trade Secrets that otherwise becomes generally known in the industry or to the public through no act of the Participant or any person or entity acting by or on the Participant’s behalf or information which the Participant can demonstrate to have had rightfully in the Participant’s possession prior to the commencement of the Participant’s employment or service with the Company or (ii) information required to be disclosed by judicial or governmental proceedings; provided that, in the event the Participant is ordered by a court or other government agency to disclose any Confidential Information, the Participant shall (1) promptly notify the Company of such order, (2) diligently contest such order at the sole expense of the Company as expenses occur and (3) seek to obtain at the sole expense of the Company such confidential treatment as may be available under applicable laws for any information disclosed under such order.

(f)Notwithstanding anything to the contrary herein, none of the covenants set forth herein  will prohibit the Participant from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of

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2002, or of any other whistleblower protection provisions of federal law or regulation, or require modification or prior approval by the Company of any such reporting.

(g)Notwithstanding anything to the contrary contained herein, pursuant to the Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any federal or state Trade Secret law for the disclosure of a Trade Secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  The Participant also understands that if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the Trade Secret to the Participant’s attorney and use the Trade Secret information in the court proceeding, if the Participant (i) files any document containing the Trade Secret under seal, and (ii) does not disclose the Trade Secret, except pursuant to court order.

(a)The Participant acknowledges that the Participant’s work on and contributions to documents, programs, methodologies, protocols, and other expressions in any tangible medium (including, without limitation, all business ideas and methods, inventions, innovations, developments, graphic designs, web site designs, patterns, specifications, procedures or processes, market research, databases, works of authorship, products and other works of creative authorship) which have been or will be prepared by the Participant, or to which the Participant has contributed or will contribute, in connection with the Participant’s services to the Company (collectively, “Works”), are and will be within the scope of the Participant’s employment or service and part of the Participant’s duties and responsibilities.  The Participant’s work on and contributions to the Works will be rendered and made by the Participant for, at the instigation of, and under the overall direction of the Company, and are and at all times shall be regarded, together with the Works, as “work made for hire” as that term is used in the United States Copyright Laws.  However, to the extent that any court or agency should conclude that the Works (or any of them) do not constitute or qualify as a “work made for hire”, the Participant hereby assigns, grants, and delivers exclusively and throughout the world to the Company all rights, titles and interests in and to any such Works, and all copies and versions, including all copyrights and renewals.  The Participant agrees to cooperate with the Company and to execute and deliver to the Company and its successors and assigns, any assignments and documents the Company requests for the purpose of establishing, evidencing, and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests of every kind and nature, including all copyrights, in and to the Works, and the Participant constitutes and appoints the Company as its agent to execute and deliver any assignments or documents the Participant fails or refuses to execute and deliver, this power and agency being coupled with an interest and being irrevocable.  Without limiting the preceding provisions of this Section 7(a), the Participant agrees that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company, in its sole discretion, may determine.

(b)The Participant shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company, any invention or idea of the Participant in any way connected with the Participant’s services or related to the Business of the Company, the research

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or development of the Company or any of its Affiliates, or demonstrably anticipated research or development (developed alone or with others), conceived or made during the Participant’s employment or services with the Company or within three (3) months thereafter and hereby assigns to the Company any such invention or idea.  The Participant agrees, subject to reimbursement of actual out of pocket expenses related thereto and at the Company’s sole liability and expense, to cooperate with the Company and sign all papers reasonably deemed necessary by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm the Company’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints the Company as its agent to execute and deliver any assignments or documents the Participant fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable.  This constitutes the Company’s written notification that this assignment does not apply to an invention for which no equipment, supplies, facility or Trade Secret information of the Company or any of its Affiliates was used and which was conceived and developed entirely on the Participant’s own time, unless (i) the invention relates (A) directly to the Business of the Company, or (B) to actual or demonstrably anticipated research or development of the Company or any of its Affiliates, or (ii) the invention results from any work performed by the Participant for the Company or any of its Affiliates.

8.Equitable Remedy.  Because of the difficulty of measuring economic losses to the Company or any of its Affiliates as a result of a breach of the covenants set forth herein, and because of the immediate and irreparable damage that would be caused to the Company and its Affiliates for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to the Company or any of its Affiliates, at law or in equity, the Company shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach by the Participant of any provision set forth herein.  The Company and each of its Affiliates may seek temporary and/or permanent injunctive relief for an alleged violation of the covenants set forth herein without the necessity of posting a bond.]

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Schedule I

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Exhibit 10.5

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TERAWULF INC.

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May 16, 2022

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Kenneth Deane

deane@terawulf.com

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Dear Kenneth:

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This letter agreement (the “Amendment”) amends your employment letter agreement, dated November 4, 2021, with TeraWulf Inc. (the “Employment Agreement”), effective as of the date hereof, as follows:

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The first sentence of the section entitled “Position, Authority, Duties and Responsibilities” is deleted and hereby replaced in its entirety as follows:

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“During the Term, you will be employed in the position of Chief Accounting Officer and Treasurer of the Company and will have such authority, duties and responsibilities as are customary for such positions.”

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You acknowledge and agree that you hereby voluntarily resign from, and relinquish all duties and obligations in connection with, any and all positions you hold as the Chief Financial Officer of the Company, effective as of the date hereof; provided, however, that you shall retain your position as Treasurer of the Company. In connection with such resignation, you further acknowledge and agree that you consent to the change in your position from Chief Financial Officer to Chief Accounting Officer and therefore Good Reason under your Employment Agreement shall not apply in connection with such change.

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Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement. Except as specifically modified by this Amendment, this Amendment shall not constitute a waiver, amendment or modification of any term or condition of the Employment Agreement and the provisions of the Employment Agreement shall remain in full force and effect. On and after the date hereof, each reference in the Employment Agreement to “this Agreement,” “herein,” “hereof,” “hereunder,” or words of similar import shall mean and be a reference to the Employment Agreement as amended by this Amendment.

This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of laws principles hereof. This Amendment may be executed and transmitted by PDF or other form of electronic transmission, and any signature on a PDF or other form of electronic transmission shall be considered an original for all purposes and shall be fully enforceable. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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[Signature Page Follows]

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Accepted and Agreed:

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[Signature Page to Deane Employment Agreement Amendment]

Exhibit 10.6

TERAWULF

2021 OMNIBUS INCENTIVE PLAN

NOTICE OF RSU GRANT

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By signing your name below, you accept the RSUs and acknowledge and agree that the RSUs are granted under and governed by the terms and conditions of the TeraWulf 2021 Omnibus Incentive Plan, the Award Agreement set forth on Annex I and the restrictive covenants set forth on Exhibit A thereto, each of which are hereby made a part of this document.

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ANNEX I

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TERAWULF

2021 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

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Pursuant to the RSU Grant Notice (“Grant Notice”) and this Award Agreement, TeraWulf Inc. (together with its Subsidiaries, whether existing or thereafter acquired or formed, and any and all successor entities, the “Company”) has granted the Participant Restricted Stock Units (the “RSUs”) under the TeraWulf 2021 Omnibus Incentive Plan (the “Plan”) with respect to the number of Shares indicated in the Grant Notice (the “Award”).  Each RSU represents the right to receive one Share.  The RSUs are granted to the Participant effective as of the Date of Grant.  Capitalized terms not explicitly defined in this Award Agreement or in the Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

1.Vesting; Settlement.

(a)Vesting.  Except as otherwise provided in Section 3(a) below, one-third (1/3^rd) of the Award shall vest upon each of the first three anniversaries of the Date of Grant, subject to the Participant’s continued employment or service with the Company through each such date (each such date, a “Vesting Date”).

(b)Settlement.   Subject to the provisions of this Award Agreement, promptly following the applicable Vesting Date (and no later than the thirtieth (30^th) day following the applicable Vesting Date), the Participant shall receive the number of Shares that correspond to the number of RSUs that have vested subject to Section 1(a), less any Shares withheld by the Company pursuant to Section 5 below. Upon such delivery, such Shares shall be fully assignable, saleable and transferable by the Participant, provided that any such assignment, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws.

2.Dividend Equivalents.  Unless otherwise provided by the Committee, the Participant shall not be eligible to receive dividend equivalents with respect to the RSUs unless and until the Participant becomes the record owner of the Shares underlying the RSUs, at which time accrued dividend equivalents shall be paid pursuant to Section 9(g)(ii) of the Plan.

3.Termination of Employment or Service.

(a)Termination without Cause; Resignation for Good Reason; Termination Due to Death or Disability.  In the event the Participant’s employment or service with the Company is terminated by the Company without Cause (including due to the Company’s non-renewal of the Term (as defined in the Employment Agreement) in accordance with the terms of the Participant’s Employment Agreement) terminated by the Participant for Good Reason, or is terminated by the Company due to the Participant’s death or Disability, then all unvested RSUs held by the Participant shall vest in full as of the date of such termination of employment, subject to the Participant’s (or the Participant’s estate’s, if applicable) execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the date of termination.  For the purposes of this Award Agreement, “Cause,” “Disability” and “Good Reason” shall have the meanings set forth in the employment letter agreement, dated as of November 4, 2021, between the Company and the Participant (as amended from time to time, the

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“Employment Agreement”). Each RSU that vests in accordance with this Section 3(a) shall be settled in accordance with the terms of Section 1(b).

(b)Generally.  In the event of the Participant’s termination or resignation of employment or service with the Company for any reason (other than as contemplated in Section 3(a)) at any time, all unvested RSUs shall be canceled immediately and the Participant shall not be entitled to receive any payments with respect thereto.

4.Rights as a Stockholder.  The Participant shall have no voting rights with respect to the RSUs unless and until the Participant becomes the record owner of the Shares underlying the RSUs.

5.Tax Withholding.  The Participant shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that the Participant incurs in connection with the receipt, vesting or settlement of any RSU granted hereunder. The Company shall be authorized to withhold from the Award the amount (in cash or Shares, or any combination thereof) of applicable withholding taxes due in respect of the Award, its settlement or any payment or transfer under the Award and to take such other action (including providing for elective payment of such amounts in cash or other property by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes; provided, however, that no Shares shall be withheld with a value exceeding the maximum statutory rates in the applicable tax jurisdictions.

6.Clawback; Forfeiture; Detrimental Conduct.  The RSUs shall be subject to the clawback, forfeiture and detrimental conduct provisions set forth in Section 15(u) of the Plan.

7.Restrictive Covenants.

(a)Without limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to which the Participant may be a party, the Participant shall be subject to the confidentiality and restrictive covenants set forth on Exhibit A attached hereto, which Exhibit A is incorporated herein and forms part of this Award Agreement.

(b)In the event that the Participant violates any of the restrictive covenants referred to in this Section 7, in addition to any other remedy that may be available at law or in equity, the RSUs shall be automatically forfeited effective as of the date on which such violation first occurs.  The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive covenants.

(a)Compliance with Legal Requirements.  The granting of the RSU, and any other obligations of the Company under this Award Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are

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reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant’s rights under this Award Agreement.

(b)Transferability.  The RSUs shall be subject to Section 15(b) of the Plan.

(c)Waiver.  No amendment or modification of any provision of this Award Agreement shall be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Company may amend or modify this Award Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Award Agreement.  No waiver of any breach or condition of this Award Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.  Any amendment or modification of or to any provision of this Award Agreement, or any waiver of any provision of this Award Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

(d)Section 409A.  This Award Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and the provisions of this Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and this Award Agreement shall be operated accordingly.  If any provision of this Award Agreement or any term or condition of the RSUs would otherwise conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in this Award Agreement, if the Committee considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code any distribution that otherwise would be made to such Participant with respect to RSUs as a result of such separation from service shall not be made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code.  If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participants’ right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment.  Notwithstanding the foregoing, the tax treatment of the benefits provided under this Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

(e)General Assets.  All amounts credited in respect of the RSUs to the book-entry account under this Award Agreement shall continue for all purposes to be part of the general assets of the Company.  The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

(f)Notices.  All notices, requests and other communications under this Award Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested to the contact details below. The parties

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may use e-mail delivery, so long as the message is clearly marked, sent to the e-mail address(es) set forth below.

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if to the Company, to:

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TeraWulf Inc.

9 Federal Street

Easton, MD 21601

Telephone: (410) 770-9500

Facsimile: (410) 770-9705

Email: legal@terawulf.com

Attention: General Counsel’s Office

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if to the Participant, to the address, facsimile number or e-mail address that the Participant most recently provided to the Company, or to such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the other parties hereto.

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(g)Severability.  The invalidity or unenforceability of any provision of this Award Agreement shall not affect the validity or enforceability of any other provision of this Award Agreement, and each other provision of this Award Agreement shall be severable and enforceable to the extent permitted by law.

(h)Successors.  The terms of this Award Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(i)Entire Agreement.  The Participant acknowledges receipt of a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the RSU terms), and hereby accepts the grant of RSUs and agrees to be bound by its contractual terms as set forth herein (including Exhibit A) and in the Plan.  The Participant acknowledges and agrees that the grant of the RSUs constitutes additional consideration to the Participant for the Participant’s continued and future compliance with any restrictive covenants in favor of the Company by which the Participant is otherwise bound.  The Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee regarding any questions relating to the RSU.  In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Award Agreement, the Plan terms and provisions shall prevail.  This Award Agreement, including the Plan, constitutes the entire agreement between the Participant and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

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(j)Governing Law.  Except as otherwise set forth in an Employment Agreement, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

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(k)Dispute Resolution; Consent to Jurisdiction.  Except as otherwise set forth in an Employment Agreement, the Participant and the Company agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Award Agreement (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the United States federal and state courts in Wilmington, Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(l)Electronic Signature and Delivery.  This Award Agreement may be accepted by return signature or by electronic confirmation.  By accepting this Award Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at any time upon three business days’

notice to the Company, in which case subsequent prospectuses, annual reports and other information shall be delivered in hard copy to the Participant).

(m)Electronic Participation in Plan.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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EXHIBIT A

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RESTRICTIVE COVENANTS

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The Participant acknowledges and agrees that during the Participant’s employment or service with the Company, the Participant will be providing services to the Company and that the Participant will be intimately involved in the planning for or direction of the business of the Company, and that the Participant has 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.

1.Noncompetition.  During the Participant’s employment or service with the Company and for a period of six (6) months thereafter, the Participant shall not, either directly or indirectly, on the Participant’s behalf or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a “Person”), engage, within the Territory (as described below), as an officer, director, owner, partner, member, joint venturer, employee, team member, independent contractor, agent or consultant in the same, similar or related capacity as the Participant was employed by or providing services to the Company, in any business engaged in the Business of the Company (as described below); provided, however, that the Participant shall not be prohibited from passively owning less than five percent (5%) of the outstanding shares of any class of equity securities registered under the Securities Exchange Act of 1934, as amended (the “34 Act”); provided, further that the Participant’s continued engagement with the business(es) set forth on Schedule I shall not be a violation of this Award Agreement. Notwithstanding the preceding, if the Participant’s employment or service is terminated for Cause, the restrictions in this Section 1 shall apply during the twelve (12) month period immediately following the date the Participant’s employment or service with the Company terminates.

2.Nonsolicitation.  In addition, during the Participant’s employment or service with the Company and for a period of eighteen (18) months thereafter, the Participant shall not, either directly or indirectly, on the Participant’s behalf or on behalf of or in conjunction with any other Person:

(a)solicit or attempt to solicit any employee of the Company or any of its Affiliates (or any employee who was employed by the Company or any of its Affiliates within the six (6) months prior to the Participant’s termination of employment or service), with whom the Participant had business relations or material contact, to end his or her relationship with the Company or any of its Affiliates or hire or attempt to hire any of the foregoing; or

(b)seek to induce or otherwise cause any customer, client, supplier, vendor, licensee, licensor or any other Person with whom the Company or any of its Affiliates then has, or during the six (6) months prior to such time had, a business relationship, whether by contract or otherwise, with whom the Participant had business relations or material contact or about whom the Participant has Confidential Information (as defined below) or Trade Secrets (as defined below), to discontinue or alter such business relationship in a manner that is adverse to the Company or any of its Affiliates.

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i.The “Territory” shall be defined as the United States of America and any other territory where the Participant is working at the time of termination of employment or service with the Company or the Company is doing business; which the Participant acknowledges and agrees is the territory in which the Participant is providing services to the Company.

ii.The “Business of the Company” means (A) any business or activity engaged in by the Company and in which the Participant was involved or obtained Confidential Information or Trade Secrets during his or her employment or service with the Company, and (B) any other business opportunity that is under active consideration by the Company during the Participant’s employment or service with the Company and in which the Participant was involved or obtained Confidential Information or Trade Secrets during his or her employment or service with the Company.

3.Blue Pencil.  The restrictive covenants set forth herein are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant.  If any provision of the restrictive covenants set forth herein relating to the time period, scope, or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction or arbitrator to exceed the maximum time period, scope or geographic area, as applicable, that such court or arbitrator deems reasonable and enforceable, then the restrictive covenants set forth herein shall automatically be considered to have been amended and revised to reflect such determination.

4.Severability.  All of the covenants set forth herein shall be construed as an agreement independent of any other provisions in this Exhibit A, and the existence of any claim or cause of action the Participant may have against the Company, whether predicated on this Exhibit A or otherwise, shall not constitute a defense to the enforcement by the Company or any of its Affiliates of such covenants.

5.Participant Acknowledgments.  The Participant has carefully read and considered the provisions of the restrictive covenants set forth herein and, having done so, agrees that the restrictive covenants set forth herein impose a fair and reasonable restraint on the Participant and are reasonably required to protect the interests of the Company and its Affiliates and their respective officers, directors, employees and equityholders.

6.Trade Secrets and Confidential Information.

(a)“Confidential Information” means all non-public or proprietary data or information (other than Trade Secrets) concerning the business and operations of the Company or any of its Affiliates, including, but not limited to, any non-public information (regardless of whether in writing or retained as personal knowledge) pertaining to research and development; product costs, designs and processes; equityholder information; pricing, cost, or profit factors; quality programs; annual budget and long-range business plans; marketing plans and methods; contracts and bids; business ideas; and methods, inventions, innovations, developments, graphic designs, website designs, patterns, specifications, procedures, databases and personnel.  “Trade Secret” means trade secret as defined by applicable state law.  In the absence of such a definition, Trade Secret means information including, but not limited to, any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any

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of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(b)The Participant acknowledges that in the course of the Participant’s employment or service with the Company, the Participant has received or will receive and has had or will have access to Confidential Information and Trade Secrets of the Company or any of its Affiliates, and that unauthorized or improper use or disclosure by the Participant of such Confidential Information or Trade Secrets will cause serious and irreparable harm to the Company or any of its Affiliates.  Accordingly, the Participant is willing to enter into the covenants contained herein in order to provide the Company and its Affiliates with what the Participant considers to be reasonable protection for its interests.

(c)The Participant hereby agrees to (i) hold in confidence all Confidential Information of the Company or any of its Affiliates that come into the Participant’s knowledge during the Participant’s employment or service by the Company and (ii) not disclose, publish or make use of such Confidential Information, other than in the good-faith performance of the Participant’s duties, without the prior written consent of the Company for as long as the information remains Confidential Information.

(d)The Participant hereby agrees to hold in confidence all Trade Secrets of the Company or any of its Affiliates that come into the Participant’s knowledge during the Participant’s employment or service by the Company and not to disclose, publish, or make use of at any time after the date hereof such Trade Secrets without the prior written consent of the Company for as long as the information remains a Trade Secret.

(e)Notwithstanding the foregoing, the provisions of this Section 6 will not apply to (i) Confidential Information or Trade Secrets that otherwise becomes generally known in the industry or to the public through no act of the Participant or any person or entity acting by or on the Participant’s behalf or information which the Participant can demonstrate to have had rightfully in the Participant’s possession prior to the commencement of the Participant’s employment or service with the Company or (ii) information required to be disclosed by judicial or governmental proceedings; provided that, in the event the Participant is ordered by a court or other government agency to disclose any Confidential Information, the Participant shall (1) promptly notify the Company of such order, (2) diligently contest such order at the sole expense of the Company as expenses occur and (3) seek to obtain at the sole expense of the Company such confidential treatment as may be available under applicable laws for any information disclosed under such order.

(f)Notwithstanding anything to the contrary herein, none of the covenants set forth herein  will prohibit the Participant from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of

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2002, or of any other whistleblower protection provisions of federal law or regulation, or require modification or prior approval by the Company of any such reporting.

(g)Notwithstanding anything to the contrary contained herein, pursuant to the Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any federal or state Trade Secret law for the disclosure of a Trade Secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  The Participant also understands that if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the Trade Secret to the Participant’s attorney and use the Trade Secret information in the court proceeding, if the Participant (i) files any document containing the Trade Secret under seal, and (ii) does not disclose the Trade Secret, except pursuant to court order.

(a)The Participant acknowledges that the Participant’s work on and contributions to documents, programs, methodologies, protocols, and other expressions in any tangible medium (including, without limitation, all business ideas and methods, inventions, innovations, developments, graphic designs, web site designs, patterns, specifications, procedures or processes, market research, databases, works of authorship, products and other works of creative authorship) which have been or will be prepared by the Participant, or to which the Participant has contributed or will contribute, in connection with the Participant’s services to the Company (collectively, “Works”), are and will be within the scope of the Participant’s employment or service and part of the Participant’s duties and responsibilities.  The Participant’s work on and contributions to the Works will be rendered and made by the Participant for, at the instigation of, and under the overall direction of the Company, and are and at all times shall be regarded, together with the Works, as “work made for hire” as that term is used in the United States Copyright Laws.  However, to the extent that any court or agency should conclude that the Works (or any of them) do not constitute or qualify as a “work made for hire”, the Participant hereby assigns, grants, and delivers exclusively and throughout the world to the Company all rights, titles and interests in and to any such Works, and all copies and versions, including all copyrights and renewals.  The Participant agrees to cooperate with the Company and to execute and deliver to the Company and its successors and assigns, any assignments and documents the Company requests for the purpose of establishing, evidencing, and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests of every kind and nature, including all copyrights, in and to the Works, and the Participant constitutes and appoints the Company as its agent to execute and deliver any assignments or documents the Participant fails or refuses to execute and deliver, this power and agency being coupled with an interest and being irrevocable.  Without limiting the preceding provisions of this Section 7(a), the Participant agrees that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company, in its sole discretion, may determine.

(b)The Participant shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company, any invention or idea of the Participant in any way connected with the Participant’s services or related to the Business of the Company, the research

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or development of the Company or any of its Affiliates, or demonstrably anticipated research or development (developed alone or with others), conceived or made during the Participant’s employment or services with the Company or within three (3) months thereafter and hereby assigns to the Company any such invention or idea.  The Participant agrees, subject to reimbursement of actual out of pocket expenses related thereto and at the Company’s sole liability and expense, to cooperate with the Company and sign all papers reasonably deemed necessary by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm the Company’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints the Company as its agent to execute and deliver any assignments or documents the Participant fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable.  This constitutes the Company’s written notification that this assignment does not apply to an invention for which no equipment, supplies, facility or Trade Secret information of the Company or any of its Affiliates was used and which was conceived and developed entirely on the Participant’s own time, unless (i) the invention relates (A) directly to the Business of the Company, or (B) to actual or demonstrably anticipated research or development of the Company or any of its Affiliates, or (ii) the invention results from any work performed by the Participant for the Company or any of its Affiliates.

8.Equitable Remedy.  Because of the difficulty of measuring economic losses to the Company or any of its Affiliates as a result of a breach of the covenants set forth herein, and because of the immediate and irreparable damage that would be caused to the Company and its Affiliates for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to the Company or any of its Affiliates, at law or in equity, the Company shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach by the Participant of any provision set forth herein.  The Company and each of its Affiliates may seek temporary and/or permanent injunctive relief for an alleged violation of the covenants set forth herein without the necessity of posting a bond.

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Schedule I

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Exhibit 31.1

TERAWULF INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Paul B. Prager, certify that:

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Exhibit 31.2

TERAWULF INC.

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Kenneth J. Deane, certify that:

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Exhibit 32.1

TERWULF INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TeraWulf Inc. (the “Company”) on Form 10-Q for the three month period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul B. Prager, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the U.S. Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

Exhibit 32.2

TERAWULF INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report ofTeraWulf Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth J. Deane, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the U.S. Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).