VOTING AND SUPPORT AGREEMENT
Exhibit 36
This Voting and Support Agreement (this “Agreement”), dated as of January 30, 2023, is entered into by and among TeraWulf Inc., a Delaware a corporation (the “Company”) and the undersigned holders (each, a “Stockholder”) of, as applicable (1) shares of common stock, par value $0.01 per share, of the Company (the “Common Shares”), and (2) shares of Series A convertible preferred stock of the Company (the “Preferred Shares”, and, together with the Common Shares, collectively, the “Shares”).
WHEREAS, as a condition and inducement to the willingness of the Exchanging Stockholders to enter into the Exchange Agreements, the Company has agreed to obtain Voting and Support Agreements executed by the undersigned Stockholders.
The obligations of each Stockholder specified in this Section 1 shall apply whether or not any action described above is recommended by the Company’s Board of Directors. For purposes of this Agreement, “Person” shall mean individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.
Until the Termination Date (as defined below), each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact, the Company and any Person designated in writing by the Company, each of them individually, with full power of substitution and resubstitution, to vote the Covered Shares held by such Stockholder from time to time regarding the matters referred to in this Section 1 as provided herein prior to the Termination Date at any meeting of the stockholders of the Company (including any adjournment or postponement thereof) at which any of the matters described in this Section 1 is to be considered; provided, however, that each Stockholder’s grant of the proxy contemplated by this Section 1 shall be effective if, and only if, such Stockholder has not delivered to the Secretary of the Company at least ten (10) Business Days prior to the meeting at which any of the matters described in this Section 1 is to be considered a duly executed irrevocable proxy card validly directing that the Covered Shares held by such Stockholder at such time be voted in accordance with this Section 1. For purposes of this Agreement, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks are authorized or required to close in the City of New York, New York. This proxy, if it becomes effective, is coupled with an interest, is given as an additional inducement of the Exchanging Stockholders to enter into the Exchange Agreements and shall be irrevocable prior to the Termination Date, at which time any such proxy shall terminate. Each Stockholder (solely in its capacity as such) shall take such further actions or execute such other instruments as may be necessary to effectuate the intent of this proxy. The Company may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to the applicable Stockholder.
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if to a Stockholder, to it at the address and other contact information set forth on such Stockholder’s signature page to this Agreement;
if to the Company, to it at:
TeraWulf Inc.
0 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn:General Counsel’s Office
E-mail: xxxxx@xxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attn:Xxxxx X. Xxxxxxxxxx
E-mail: xxxxxxxxxxx@xxxxxxxxx.xxx
All such notices or communications shall be deemed to have been delivered and received: (a) if delivered in person, on the day of such delivery, (b) if by facsimile or electronic mail, on the day on which such facsimile or electronic mail was sent; provided, that receipt is personally confirmed by telephone, (c) if by certified or registered mail (return receipt requested), on the third (3rd) Business Day after the mailing thereof or (d) if by reputable overnight delivery service, on the first (1st) Business Day after the sending thereof.
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(o) references herein to “ordinary course of business” shall refer to ordinary course of business consistent with past practice.
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COMPANY:
TeraWulf Inc.
By:
Name: Xxxx Xxxxxx
Title: Chief Executive Officer
STOCKHOLDER:
By:
Name: Xxxx Xxxxxx
Title: Manager
Address:
Email:
Owned Shares:
Common Stock:
STOCKHOLDER:
Lucky Liefern LLC
By:
Name: Xxxx Xxxxxx
Title: Manager
Address:
Email:
Owned Shares:
Common Stock:
STOCKHOLDER:
Heorot Power Holdings LLC
By:
Name: Xxxx Xxxxxx
Title: Manager
Address:
Email:
Owned Shares:
Common Stock:
STOCKHOLDER:
Somerset Operating Company, LLC
By:
Name: Xxxx Xxxxxx
Title: Manager
Address:
Email:
Owned Shares:
Common Stock:
STOCKHOLDER:
Xxxxx XXXX LLC
By:
Name: Xxxx Xxxxxx
Title: Manager
Address:
Email:
Owned Shares:
Common Stock:
STOCKHOLDER:
Xxxx Xxxxxx
Address:
Email:
Voted Shares:
Common Stock:
STOCKHOLDER:
Xxxx Xxxxxxx Holdings, LLC
By:
Name: Xxxxx Xxxx
Title: President
Address:
Email:
Owned Shares:
Common Stock:
STOCKHOLDER:
Xxxxx Xxxx
By:
Name: Xxxxx Xxxx
Address:
Email:
Owned Shares:
Common Stock:
STOCKHOLDER:
Bayshore Capital LLC
By:
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer, President, Secretary
Address:
Email:
Owned Shares:
Common Stock:
Revolve Capital LLC
By:
Name: Xxxxxx X’Xxxxxx
Title: President
Address:
Email:
Owned Shares:
Common Stock:
Series A Preferred Stock:
Opportunity Four of Parabolic Ventures Holdings LLC A DE Series
By:
Name: Xxxxx Xxxx
Title: Manager
Address:
Email:
Owned Shares:
Common Stock: