AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 3rd, 2021 • Ikonics Corp • Services-computer processing & data preparation
AMENDMENT No. 3, dated as of December 2, 2021 (this “Amendment”), to the Agreement and Plan of Merger, dated as of June 24, 2021 (as previously amended by Amendments thereto dated August 5, 2021 and September 17, 2021, the “Merger Agreement”), by and among IKONICS Corporation, 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” and together with the Parent Entities, the “Parties”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Merger Agreement.
December 1, 2021 TO: Restricted Stock Unit Holder RE: Restricted Stock Unit Cancellation and Release AgreementCancellation and Release Agreement • December 3rd, 2021 • Ikonics Corp • Services-computer processing & data preparation • Minnesota
This is an agreement and release (this “Agreement”) that provides for cancellation of your outstanding restricted stock unit award(s) (“RSU Awards”), pursuant to which you could be issued shares of common stock of IKONICS Corporation (the “Company”), in exchange for cash payment equal to $33.82 for each share underlying the unvested portion of your RSU Awards, net of any applicable withholding taxes.
