EXHIBIT 6
TERAWULF INC.
IRREVOCABLE VOTING PROXY
This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by Nazar M. Khan, as president of Lake Harriet Holdings, LLC, dated October 17, 2022 (the “Investor”), with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”).
WHEREAS, the Investor previously appointed Paul Prager, Chief Executive Officer of the Company, in that certain irrevocable voting proxy dated as of June 22, 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 509,200 shares of TeraCub Common Stock, which were exchanged into 909,722 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 October 6, 2022, the Investor subscribed for an additional 1,388,889 units of the Company consisting of 1,388,889 shares of Common Stock and 1,388,889 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 3,687,500 shares of Common Stock; and
WHEREAS, the Investor wishes to appoint Paul Prager, Chief Executive Officer of the Company, 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)
LAKE HARRIET HOLDINGS, LLC
By: /s/ Nazar M. Khan Name: Nazar M. Khan
Title: President
DATE: October 17, 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)