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).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2021 • Ikonics Corp • Photographic equipment & supplies • Minnesota
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), made as of the 24th day of June 2021 (the “Effective Date”), between Ikonics Corporation (the “Company”), and Glenn Sandgren (“Executive”).
