AGREEMENT AND PLAN OF MERGER by and among IKONICS CORP, TELLURIDE HOLDCO INC., TELLURIDE MERGER SUB I, INC., TELLURIDE MERGER SUB II, INC. and TERAWULF INC. _________________________ Dated as of June 24, 2021Merger Agreement • June 25th, 2021 • Ikonics Corp • Photographic equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2021 (this “Agreement”), by and among IKONICS Corp., a Minnesota corporation (“Parent”), Telluride Holdco, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“HoldCo”), Telluride Merger Sub I, Inc., a Minnesota corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub I”), Telluride Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub II”, and together with Parent, HoldCo and Merger Sub I, the “Parent Entities”), and TeraWulf Inc., a Delaware corporation (“Company”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 25th, 2021 • Ikonics Corp • Photographic equipment & supplies • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among IKONICS Corporation, a Minnesota corporation (“Parent”), Telluride Holdings, Inc.,(1) a Delaware corporation (“Holdco”), [●], as Rights Agent (the “Rights Agent”), and [●], in [its/his/her] capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 25th, 2021 • Ikonics Corp • Photographic equipment & supplies • Minnesota
This Voting and Support Agreement (this “Agreement”), dated as of June 24, 2021, is entered into by and among TeraWulf Inc., a Delaware a corporation (the “Company”) and the undersigned (each, a “Shareholder”) holders of shares of common stock, par value $0.10 per share, of IKONICS Corporation (“Parent”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
