Exhibit 10.8


 


Execution Copy


 


Assignment and
assumption agreement


 


This ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “Agreement”), effective as of May 13, 2021, is between TERAWULF INC., a Delaware corporation (the “Assignor”)
and NAUTILUS CRYPTOMINE LLC, a Delaware limited liability company (the “Assignee”).


 


RECITALS


 


A.       Assignor
and Minerva Semiconductor Corp. (the “Seller”) are parties to that certain Equipment Purchase Agreement, dated as of
March 19, 2021 (the “Equipment Purchase Agreement”).


 


B.        Assignor
wishes to assign all of its rights and obligations under the Equipment Purchase Agreement to Assignee on the terms and subject to the
conditions set forth herein and the Assignee wishes to assume all of such rights and obligations from Assignor on such terms and subject
to such conditions set forth herein (collectively, the “Assignment”).


 


C.        Pursuant
to Section 7.2 of the Equipment Purchase Agreement, neither party may assign the Equipment Purchase Agreement without the prior written
approval of the other party;


 


D.       WHEREAS,
Seller has provided prior written approval of the Assignment, a copy of which is attached hereto as Exhibit A.


 


NOW THEREFORE, Assignor and
Assignee, intending legally to be bound, and in consideration of the foregoing and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, hereby agree as follows:


 


AGREEMENTS


 


1.                          
Assignment and Acceptance of Equipment Purchase Agreement. Assignor hereby sells, transfers, conveys, assigns and delivers
to Assignee all of Assignor’s benefits, rights, title and interest in and to the Equipment Purchase Agreement and Assignor’s
duties and obligations under the Equipment Purchase Agreement. Assignee hereby accepts such assignment of all Assignor’s benefits,
rights, title and interest in and to the Equipment Purchase Agreement and assumes Assignor’s duties and obligations under the Equipment
Purchase Agreement.


 






     


     


    

 


2.                           Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. The validity, interpretation and effect of this Agreement are governed by
and will be construed in accordance with the laws of the State of New York without regard to conflicts of law doctrines that would
result in the application of any law other than the law of the State of New York. Each of Assignor and Assignee hereby irrevocably
and unconditionally consents to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court
lacks subject matter jurisdiction, in the United States District Court or the District of Delaware) for any action, suit or
proceeding arising out of or related hereto. Each of Assignor and Assignee further hereby irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in such courts, and
hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit
or proceeding brought in any such court has been brought in any inconvenient forum. EACH OF ASSIGNOR AND ASSIGNEE HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO A TRIAL BY JURY OF ANY DISPUTE
ARISING OUT OF, UNDER OR RELATING TO, THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT
A JURY


 


3.                          
Counterparts. This Agreement may be executed in two or more counterparts, each of which is an original, but all of which
together constitute one and the same instrument.


 


4.                          
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, binding,
and enforceable under applicable law, but if any provision of this Agreement is held to be invalid, void (or avoidable) or unenforceable
under applicable law, such provision shall be ineffective only to the extent held to be invalid, void (or avoidable) or unenforceable,
without affecting the remainder of such provision or the remaining provisions of this Agreement.


 


5.                          
Further Assurances. Each of the parties hereto will, from time to time and at all times hereafter, at its own expense, upon
every reasonable request to do so by another party hereto, promptly make, do, execute and deliver, or cause to be made, done, executed
and delivered, all such further acts, deeds, assurances and things as may be legally required or reasonably necessary in order to further
implement and carry out the assignments and assumptions contemplated by this Agreement.


 


6.                          
Successors and Assigns. The provisions of this Agreement are binding upon, and will inure to the benefit of, the successors
and assigns of each of Assignor, and Assignee, respectively.


 


7.                          
Further Assurances. Each of Assignor and Assignee shall execute and deliver, at the reasonable request of the other party,
such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request
to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement


 


[signature page follows]


 






     


     


    

 


This Agreement is executed as
of the date first written above.


 


 


	 	ASSIGNOR:
	 	 
	 	TERAWULF INC.
	 	 
	 	By:	/s/ Nazar Khan
	 	 	Name:	 Nazar Khan
	 	 	Title:	Executive Vice President and Chief Operating Officer




 


- Signature Page to Assignment and Assumption Agreement -


 






     


     


    

  


	 	ASSIGNEE:
	 	 
	 	NAUTILUS CRYPTOMINE LLC
	 	 
	 	By:	/s/ John Chesser
	 	 	Name:	John Chesser
	 	 	Title:	Chief Financial Officer
	 	 
	 	ASSIGNEE:
	 	 
	 	NAUTILUS CRYPTOMINE LLC
	 	 
	 	By:	 /s/ Alex Hernandez
	 	 	Name:	Alex Hernandez
	 	 	Title:	Chief Executive Officer




 


- Signature Page to Assignment and Assumption Agreement -


 






     


     


    

 


Exhibit A


Minerva Consent


 


See attached.


 






     


     


    

 


Minerva Semiconductor Corp.


#3 559 Hurricane Drive


Calgary, AB


T3Z 3S8


 


Terawulf Inc.


9 Federal Street


Easton, MD 21601


 


May 10, 2021


 


RE: Consent
to assignment


 


Dear Sirs,


 


We refer to that certain Equipment
Purchase Agreement, dated as of March 19, 2021 by and between Minerva Semiconductor Corp. (“we”) and Terawulf Inc. (“Buyer”).


 


Pursuant to Section 7.2 of the
Equipment Purchase Agreement, we hereby consent to the assignment of the Equipment Purchase Agreement by Buyer to Nautilus Cryptomine
LLC, including all Buyer’s right, obligations, interests in, and the full benefit of, the Equipment Purchase Agreement.


 


Nothing in this consent shall
otherwise amend or modify the provisions of the Equipment Purchase Agreement. This consent shall be governed by the laws of the Province
of Alberta, Canada without regard to any conflict of laws provisions that might otherwise apply.


 


	 	Sincerely,
	 	Minerva Semiconductor Corp.
	 	 
	 	By:	/s/ Chong MA
	 	 	Name:	Chong MA (Marc)
	 	 	Title:	CEO