EXHIBIT 30
TERAWULF INC.
IRREVOCABLE VOTING PROXY
This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by Bayshore Capital LLC, a Puerto Rico limited liability company (the “Investor”), with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (f/k/a Telluride Holdco Inc., the “Company”).
WHEREAS, the Investor previously appointed Stammtisch Investments LLC, a Delaware limited liability company (“Stammtisch”) in that certain irrevocable voting proxy dated as of September 15, 2021 (the “Initial Proxy”), as proxy and attorney in fact with respect to the voting of all of the Investor’s shares of the common stock of TeraWulf Inc., a Delaware corporation (n/k/a TeraCub Inc., “TeraCub”) and any common stock or other capital stock of TeraCub (or capital stock of any applicable successor entity to TeraCub by way of merger, consolidation, reorganization or similar transaction into which the TeraCub Common Stock may convert or for which such shares may be exchanged) (the “TeraCub Common Stock”) on all matters submitted to TeraCub’s applicable stockholders (or holders of capital stock of any applicable successor entity to TeraCub by way of merger, consolidation, reorganization or similar transaction) subsequent to the date of the Prior Proxy with respect to which such holders of the capital stock of TeraCub (or holders of capital stock of any applicable successor entity to TeraCub) are entitled to vote or take action, as further defined below and subject to and in accordance with the terms and conditions contained herein; and
WHEREAS, the Initial Proxy covered 9,919,800 shares of TeraCub Common Stock, which were exchanged into 17,722,432 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), pursuant to that certain agreement and plan of merger, dated as of June 24, 2021, by and among the Company, IKONICS Corporation, a Minnesota corporation, and the other parties thereto, at the time of the closing of the transactions contemplated thereunder; and
WHEREAS, on March 15, 2022, the Investor distributed 3,542,021 shares of Common Stock to certain of its members, with the Investor continuing to hold 14,180,411 shares of Common Stock following such distribution; and
WHEREAS, the Investor subscribed for an additional 158,629 shares of Common Stock pursuant to that certain Common Stock Subscription Agreement, dated as of April 11, 2022 (the “Initial Subscription Agreement”), by and between the Investor and the Company; and
WHEREAS, on April 15, 2022, the Investor executed a second irrevocable voting proxy (the “Second Proxy”), appointing Stammtisch as proxy and attorney in fact with respect to the voting of all of the Investor’s shares of the common stock of the Company, which at the time of execution of the Second Proxy was 14,339,040 shares of Common Stock; and
WHEREAS, on October 6, 2022, the Investor subscribed for an additional 1,587,302 units of the Company consisting of 1,587,302 shares of Common Stock and 1,587,302 warrants exercisable for an equal number of shares of Common Stock pursuant to that certain Unit Subscription Agreement, dated as of October 6, 2022 (the “Unit Subscription Agreement”), by and between the Investor and the Company; and
WHEREAS, as of the date hereof, the Investor holds 17,513,644 shares of Common Stock; and
WHEREAS, the Investor wishes to reaffirm the appointment of Stammtisch as proxy and attorney in fact with respect to the voting of all of the Investor’s shares of the Common Stock and any
common stock or other capital stock of the Company (or capital stock of any applicable successor entity to the Company by way of merger, consolidation, reorganization or similar transaction into which the Common Stock may convert or for which such shares may be exchanged) on all matters submitted to the Company’s applicable stockholders (or holders of capital stock of any applicable successor entity to the Company by way of merger, consolidation, reorganization or similar transaction) subsequent to the date of this Proxy with respect to which such holders of the capital stock of the Company (or holders of capital stock of any applicable successor entity to the Company) are entitled to vote or take action, as further defined below and subject to and in accordance with the terms and conditions contained herein; and
WHEREAS, the Proxyholder wishes to accept such appointment subject to and in accordance with the terms and conditions contained in this Proxy.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING PROXY (A
COPY OF WHICH MAY BE OBTAINED FROM TERAWULF INC.) AND, BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO, AND SHALL BECOME BOUND BY, ALL OF THE PROVISIONS OF SUCH VOTING PROXY.
(Signature Pages Follow)
BAYSHORE CAPITAL LLC
By: /s/ Bryan Pascual Name: Bryan Pascual
Title: | Chief Executive Officer, President and Secretary |
DATE: October 14, 2022
(TeraWulf, Inc. - Voting Proxy)
ACKNOWLEDGED AND AGREED TO BY:
STAMMTISCH INVESTMENTS LLC,
as Proxyholder
By: /s/ Paul B. Prager
Name: Paul B. Prager
Title: President
(TeraWulf Inc. - Voting Proxy)