EX-1.1 2 ny20064909x2_ex1-1.htm EXHIBIT 1.1
Exhibit 1.1

Form of Joinder Agreement

IREN Limited
Ordinary Shares
(no par value per share)
Amended and Restated At Market Issuance Sales Agreement
[●], 20[●]

WHEREAS, IREN Limited, a corporation existing under the laws of Australia (the “Company”), and B. Riley Securities, Inc. (“B. Riley Securities”), Canaccord Genuity LLC (“Canaccord”), Cantor Fitzgerald & Co. (“Cantor”), Citigroup Global Markets Inc. (“Citigroup”), Compass Point Research & Trading, LLC (“Compass Point”), J.P. Morgan Securities LLC (“JPMS”), Macquarie Capital (USA) Inc. (“Macquarie Capital”) and Roth Capital Partners, LLC (“Roth”; each of B. Riley Securities, Canaccord, Cantor, Citigroup, Compass Point, JPMS, Macquarie Capital and Roth individually an “Agent” and collectively, the “Agents”), heretofore executed and delivered an Amended and Restated At Market Issuance Sales Agreement, dated August [28], 2025 (the “Sales Agreement”), providing for the issuance and sale of Ordinary Shares (as defined therein); and

WHEREAS, the Company has elected to add [•] (the “Additional Agent”) to the Sales Agreement as a sales agent.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sales Agreement.

NOW, THEREFORE, the Additional Agent hereby agrees as follows:


 1.
Joinder. The Additional Agent acknowledges that it has received a copy of the Sales Agreement and acknowledges and agrees that by its execution and delivery hereof it shall: (i) join and become a party to the Sales Agreement; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgements applicable to the Agents in the Sales Agreement as if made by, and with respect to, the Additional Agent as of the date of the Sales Agreement as set forth in and in accordance with the terms of the Sales Agreement; and (iii) perform all obligations and duties of an Agent in accordance with the Sales Agreement.


2.
Appointment. The Company hereby appoints the Additional Agent as an “Agent” as defined in, and for all purposes under, the Sales Agreement, effective upon execution of this joinder agreement.


3.
Representations and Warranties. The Additional Agent hereby represents and warrants to and agrees that it has all requisite corporate or limited liability company power and authority to execute, deliver and perform its obligations under this Joinder Agreement and it has duly and validly taken all necessary action for the consummation of the transactions contemplated hereby and by the Sales Agreement.


4.
Survival. This Joinder Agreement does not cancel, extinguish, limit or otherwise adversely affect any right or obligation of the parties under the Sales Agreement.


5.
GOVERNING LAW. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the date first above written.

Signed by IREN LIMITED in accordance with section 127 of the Corporations Act 2001 (Cth)






By:

Name:
[•]
Title:
Director



By:

Name:
[•]
Title: Director






By:
 [•]



By:

Name:
 [•]
Title:
 [•]  

[Signature Page to Sales Agreement Joinder]