Exhibit 10.2


 


VOTING AND SUPPORT AGREEMENT


 


This Voting and Support Agreement
(this “Agreement”), dated as of June 24, 2021, is entered into by and among IKNONICS Corporation, a Minnesota
corporation (“IKONICS”), Telluride Holdco Inc., a Delaware corporation and wholly owned subsidiary of IKONICS (“Holdco”),
Telluride Merger Sub I, Inc., a Minnesota corporation and wholly owned subsidiary of Holdco (“Merger Sub I”),
Telluride Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub II’)
and          , a           (the “Stockholder”).
Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as
defined below).


 


RECITALS


 


WHEREAS, TeraWulf Inc., a
Delaware corporation (referred to herein as “TeraWulf” or the “Company”), IKONICS, Holdco,
Merger Sub I and Merger Sub II have entered into a Merger Agreement, dated on or about the date hereof (as amended, supplemented, restated
or otherwise modified from time to time, the “Merger Agreement”), pursuant to which (and subject to the terms and conditions
set forth therein) (i) Merger Sub I will merge with and into IKONICS (the “First Merger”) with IKONICS surviving
the First Merger as a wholly-owned subsidiary of Holdco, (ii) following the consummation of the First Merger, Merger Sub II will
merge with and into TeraWulf (the “Second Merger”) with TeraWulf surviving as a wholly-owned subsidiary of HoldCo,
(iii) by virtue of the First Merger, the former stockholders of IKONICS will receive, for each share of IKONICS Common Stock held
as of immediately prior to the First Effective Time, the Parent Merger Consideration (including newly issues shares of Holdco Common Stock),
and (iv) in connection with the Second Merger, shares of Company Preferred Stock will be automatically converted into shares of Company
Common Stock in accordance with the terms of Article Fourth of the Company’s certificate of incorporation, and (v) by
virtue of the Second Merger, holders of Company Common Stock (including shares of Company Common Stock resulting from the conversion of
Company Preferred Stock described in the preceding clause(v) will receive for each share of Company Common Stock held as of immediately
prior to the Second Effective Time, the Company Merger Consideration;


 


WHEREAS, as of the date hereof,
the Stockholder is the record and “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”))
of and is entitled to dispose of and vote the shares of Company Common Stock signature page hereto (the “Owned Shares”;
the Owned Shares and any additional shares of voting securities of the Company (or any securities convertible into or exercisable or exchangeable
for voting securities of the Company) in which the Stockholder acquires record and beneficial ownership after the date hereof, including
by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such
shares, or upon exercise or conversion of any securities, the “Covered Shares”); and


 


WHEREAS, as a condition and
inducement to the willingness of IKONICS, Holdco, Merger Sub I and Merger Sub II to enter into the Merger Agreement, the Company agreed
to deliver Stockholder Support Agreements executed by the holders of Company Common Stock representing the Requisite Company Vote.


 






     


     


    

 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company and the
Stockholder hereby agree as follows:


 


1.            Agreement
to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, the Stockholder, in its capacity
as a stockholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any
of the Stockholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective as of) the third (3rd) Business
Day following the date that the Consent Solicitation Statement included in the Registration Statement is disseminated by the Company to
the Company’s stockholders (following the date that the Registration Statement becomes effective), the written consent in the form
attached hereto as Exhibit A in respect of all of the Stockholder’s Covered Shares. In addition, prior to the Termination
Date (as defined herein), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that,
at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however
called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the Company,
the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to:


 


(a)            if
and when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present
thereat for the purpose of establishing a quorum;


 


(b)            vote
(or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such
consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or
the date that any written consent is executed by the Stockholder) in favor of the Second Merger and the adoption of the Merger Agreement
and any other matters necessary or reasonably requested by the Company for consummation of the Second Merger and the other transactions
contemplated by the Merger Agreement; and


 


(c)            vote
(or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such
consent to be granted with respect to, all of the Stockholder’s Covered Shares against any stockholder proposal and any other action
that (i) would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Second Merger
or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty
or other obligation or agreement of the Company under the Merger Agreement that or (ii) would result in the failure of any condition
set forth in Section 6.1, Section 6.2 or Section 6.3 of the Merger Agreement to be satisfied or result in a breach of any
covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement.


 


The obligations of the Stockholder specified
in this Section 1 shall apply whether or not the Second Merger or any action described above is recommended by the Company
Board. For purposes of this Agreement, “Person” shall mean individual, corporation, partnership, limited partnership,
limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of
the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.


 






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2.            No
Inconsistent Agreements. The Stockholder hereby covenants and agrees that the Stockholder shall not, at any time prior to the Termination
Date, (i) enter into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent
with the Stockholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any
of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, or
(iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent
it from satisfying, its obligations pursuant to this Agreement.


 


3.            Termination.
This Agreement shall automatically terminate, without any notice or other action by any party, be void ab initio and no party shall
have any further obligations or liabilities under this Agreement, upon the earliest of (i) the date that the requisite Company approval
is obtained, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the time this Agreement is terminated
upon the mutual written agreement of the Company, IKONICS, Holdco, Merger Sub I, Merger Sub II and the Stockholder, or (iv) the
election of the Stockholder in its sole discretion to terminate this Agreement following any material modification or amendment to, or
the waiver of any provision of, the Merger Agreement, as in effect on the date hereof, that reduces the Exchange Ratio or changes the
form of consideration payable to the Stockholder in the Second Merger, (in each case, without the Stockholder’s prior written consent)
(the earliest such date under clause (i), (ii), (iii) and (iv) being referred to herein as the “Termination Date”);
provided, that the provisions set forth in Sections 10 to 23 shall survive the termination of this Agreement; provided,
further, that termination of this Agreement shall not relieve any party hereto from any liability for any Willful Breach of this
Agreement prior to such termination.


 


4.            Representations
and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as to itself as follows:


 


(a)            The
Stockholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good,
valid and marketable title to, the Owned Shares, free and clear of Liens other than as created by this Agreement and Permitted Liens.
As of the date hereof, other than the Owned Shares and any other shares of capital stock of the Company that become Covered Shares that
the Stockholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance
with, Section 6.01(b)(ii) of the Merger Agreement, the Stockholder does not own beneficially or of record any shares of capital
stock of the Company (or any securities convertible into shares of capital stock of the Company).


 


(b)            The
Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions
with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (ii) has not
entered into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent with
the Stockholder’s obligations pursuant to this Agreement other than that certain Second Amended and Restated Stockholders Agreement,
dated as of May 26, 2021, by and among the Company and other parties thereto (the “SHA”), (iii) has not granted
a proxy or power of attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s
obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent
with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.


 






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(c)            The
Stockholder (i) if a legal entity, is duly organized, validly existing and, to the extent such concept is applicable, in good standing
under the Laws of the jurisdiction of its organization and has all requisite corporate or other power and authority and has taken all
corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby or (ii) if an individual, has legal competence and capacity to enter into this Agreement and all
necessary authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder
enforceable against the Stockholder in accordance with its terms, subject to the Remedies Exceptions.


 


(d)            Other
than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices,
reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained
by the Stockholder from, or to be given by the Stockholder to, or be made by the Stockholder with, any Governmental Authority in connection
with the execution, delivery and performance by the Stockholder of this Agreement, the consummation of the transactions contemplated hereby
(including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions
of the Merger Agreement).


 


(e)            The
execution, delivery and performance of this Agreement by the Stockholder do not, and the consummation of the transactions contemplated
hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions
of the Merger Agreement) will not, constitute or result in (i) if the Stockholder is a legal entity, a breach or violation of, or
a default under, the limited liability company agreement or similar governing documents of the Stockholder, (ii) with or without
notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any
benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on the Covered Shares (other
than Permitted Liens) pursuant to any contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement
and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which
the Stockholder is subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon
the Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default,
creation, loss, acceleration, Lien or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially
delay or impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby
(including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions
of the Merger Agreement).


 






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(f)            As
of the date of this Agreement, there is no action, proceeding or, to the Stockholder’s knowledge, investigation pending against
the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that questions the beneficial or record ownership
of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder of its obligations under
this Agreement.


 


(g)            The
Stockholder understands and acknowledges that the IKONICS, Holdco, Merger Sub I and Merger Sub II entered into the Merger Agreement in
reliance upon Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements
of the Stockholder contained herein.


 


5.            Certain
Covenants of the Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as
follows:


 


(a)            The
Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of
the Merger, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including
by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of Law or otherwise),
either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract or option with respect to
the Transfer of any of the Stockholder’s Covered Shares, or (ii) take any action that would make any representation or warranty
of the Stockholder contained herein untrue or incorrect or have the effect of preventing or materially delaying the Stockholder from or
in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to
an Affiliate of the Stockholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Stockholder
who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”);
provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee
also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of the Stockholder
under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently
acquired; provided, further, that any Transfer permitted under this Section 5(a) shall not relieve the Stockholder
of its obligations under this Agreement. Any Transfer in violation of this Section 5(a) with respect to the Stockholder’s
Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests
in a Stockholder.


 


(b)            The
Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office
of the Company.


 


6.            Further
Assurances. From time to time, at IKONICS’ request and without further consideration, the Stockholder shall execute and deliver
such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions
and consummate the transactions contemplated by this Agreement. .


 


7.            Disclosure.
The Stockholder hereby authorizes the Company and IKONICS to publish and disclose in any announcement or disclosure to the extent required
by law, rule or regulation by the SEC the Stockholder’s identity and ownership of the Covered Shares and the nature of the
Stockholder’s obligations under this Agreement; provided, that prior to any such publication or disclosure the Company and
IKONICS have provided the Stockholder with a reasonable opportunity to review and comment upon such announcement or disclosure, which
comments the Company and IKONICS will consider in good faith.


 






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8.            Changes
in Capital Stock. In the event of a stock split, stock dividend or distribution, or any change in the Company’s capital stock
by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms
 “Owned Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock
dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which
are received in such transaction.


 


9.            Amendment
and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise,
except by an instrument in writing signed by IKONICS, Holdco, Merger Sub I, Merger Sub II and the Stockholder.


 


10.            Waiver.
Any party to this Agreement may, at any time prior to the Termination Date, waive any of the terms or conditions of this Agreement, or
agree to an amendment or modification to this Agreement in the manner contemplated by Section 9 and by an agreement in writing
executed in the same manner (but not necessarily by the same Persons) as this Agreement.


 


11.            Notices.
All notices and other communications hereunder shall be in writing and shall be addressed as follows (or at such other address for a party
as shall be specified by like notice):


 


if to the Stockholder,
to it at:


 


Attn:


E-mail:


 


with a copy (which
shall not constitute notice) to:


 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attn:   Ariel J. Deckelbaum

             Sara Stasny

Facsimile: (212)757-3990; (212) 492-0266

E-mail: [redacted]


 






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if to IKONICS,
Holdco, Merger Sub I or Merger Sub, to such company at:


 


4832 Grand Avenue


Duluth, Minnesota
55807


Attn:   Glenn
Sandgren, Chief Executive Officer

Telephone:   [redacted]


Facsimile:      +1
(218) 628-3245


E-mail: [redacted]


 


with copies (which
shall not constitute notice) to:


 


TeraWulf Inc.


9 Federal Street


Easton, MD 21601


Attn:
  Office of the General Counsel


E-mail: [redacted]


 


Faegre
Drinker Biddle & Reath LLP

90 South Seventh Street

2200 Wells Fargo Center

Minneapolis, MN 55402

Attn:   W. Morgan Burns

             Joshua L. Colburn

Facsimile: 612-766-1600

Email: [redacted]


 


All such notices or communications
shall be deemed to have been delivered and received: (a) if delivered in person, on the day of such delivery, (b) if by facsimile
or electronic mail, on the day on which such facsimile or electronic mail was sent; provided, that receipt is personally confirmed
by telephone, (c) if by certified or registered mail (return receipt requested), on the third (3rd) Business Day after the mailing
thereof or (d) if by reputable overnight delivery service, on the first (1st) Business Day after the sending thereof.


 


12.            No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or
incidence of ownership of or with respect to the Covered Shares of the Stockholder. All rights, ownership and economic benefits of and
relating to the Covered Shares of the Stockholder shall remain vested in and belong to the Stockholder, and the Company shall have no
authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of Company or exercise any power
or authority to direct the Stockholder in the voting or disposition of any of the Stockholder’s Covered Shares, except as otherwise
provided herein.


 


13.            Entire
Agreement. This Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement
that relate to the provisions of the Merger Agreement) constitute the entire agreement among the parties relating to the subject matter
hereof and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties
hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants,
understandings, agreements, oral or otherwise, relating to the matters contemplated by this Agreement
exist between the parties except as expressly set forth or referenced in this Agreement (including, for the avoidance of doubt, those
covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement).


 






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14.            No
Third-Party Beneficiaries. The Stockholder hereby agrees that its representations, warranties and covenants set forth herein are solely
for the benefit of IKONICS, Holdco, Merger Sub I and Merger Sub II in accordance with and subject to the terms of this Agreement, and
this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder,
including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that
this Agreement may only be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation,
execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided, that
the Company shall be an express third party beneficiary with respect to Section 4, Section 5(a), Section 5(b) and
Section 7 hereof.


 


15.            Governing
Law and Venue; Service of Process; Waiver of Jury Trial.


 


(a)            This
Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated
hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, except that the matters contained in
Article II of the Merger Agreement with regards to the effects of the First Merger shall be governed by the MBCA, without giving
effect to any choice or conflict of law provision or rule.


 


(b)            Each
party to the Merger Agreement (a) irrevocably and unconditionally submits to the personal jurisdiction of the federal courts of the
United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees
that any actions or proceedings arising in connection with the Merger Agreement or the transactions contemplated by the Merger Agreement
shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to
accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (d) waives any claim of improper
venue or any claim that those courts are an inconvenient forum and (e) agrees that it will not bring any action relating to the Merger
Agreement or the transactions contemplated hereunder in any court other than the aforesaid courts. The parties to the Merger Agreement
agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11
or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE MERGER AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


16.            Assignment;
Successors. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted
successors and assigns. Any attempted assignment in violation of the terms of this Section 16 shall be null and void, ab initio.


 






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17.            Non-Recourse.
This Agreement may only be enforced against the named parties. All legal proceedings, Legal Actions, obligations, losses, damages, claims
or causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing
of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arise under, out or by reason
of, be connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby,
(ii) the negotiation, execution or performance of this Agreement or any of the documents contemplated hereby (including any representation
or warranty made in connection with, or as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby),
(iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate)
or any of the other agreements or documents contemplated hereby, and (iv) any failure of the transactions contemplated by this Agreement
or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only
against (and are those solely of) the Persons that are expressly named as parties to this Agreement, and then only to the extent of the
specific obligations of such Persons set forth in this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding
any other provision of this Agreement to the contrary, each Party hereto covenants, agrees and acknowledges that (except to the extent
named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement)
no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or
any related document shall be had against any Company Related Party or Parent Related Party, whether in contract, tort, equity, law or
granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or
otherwise.


 


18.            Enforcement.
The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its specified
terms or otherwise breach such provisions. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction,
specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions
hereof, including the Stockholder’s obligations to vote its Covered Shares as provided in this Agreement, without proof of damages,
this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement
is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered
into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the
basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for
any reason at Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 18 shall not be required to
provide any bond or other security in connection with any such injunction.


 






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19.            Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent,
held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render
the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,
shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a
valid and enforceable provision giving effect to the intent of the parties.


 


20.            Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement shall become effective when each party shall have received a counterpart
hereof signed by all of the other parties. Signatures delivered electronically or by facsimile shall be deemed to be original signatures.


 


21.            Interpretation
and Construction. Unless the express context otherwise requires:


 


(a)            the
words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


(b)            terms
defined in the singular shall have a comparable meaning when used in the plural, and vice versa;


 


(c)            the
terms “Dollars” and “$” mean U.S. dollars;


 


(d)            references
herein to a specific Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Sections, Subsections,
Recitals, Schedules or Exhibits of this Agreement;


 


(e)            wherever
the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be
followed by the words “without limitation”;


 


(f)            references
herein to any gender shall include each other gender;


 


(g)            references
herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns;
provided, however, that nothing contained in this Section 21(g) is intended to authorize any assignment or transfer
not otherwise permitted by this Agreement;


 


(h)            references
herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;


 


(i)            with
respect to the determination of any period of time, (i) the word “from” means “from and including” and the
words “to” and “until” each means “to but excluding” and (ii) time is of the essence;


 


(j)            the
word “or” shall be disjunctive but not exclusive;


 






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(k)            references
herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole
or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder;


 


(l)            references
herein to any Contract mean such Contract as amended, supplemented or modified (including by any waiver thereto) in accordance with the
terms thereof;


 


(m)            the
headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement;


 


(n)            if
the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not
a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding
Business Day; and


 


(o)            references
herein to “ordinary course of business” shall refer to ordinary course of business consistent with past practice.


 


2.            Capacity
as a Stockholder. Notwithstanding anything herein to the contrary, the Stockholder signs this
Agreement solely in the Stockholder’s capacity as a stockholder of the Company, and not in any other capacity and this Agreement
shall not limit or otherwise affect the actions or inactions of any affiliate, representative, employee or designee of the Stockholder
or any of its affiliates in his or her capacity, if applicable, as an officer, director or fiduciary of the Company or any of its Subsidiaries
or any other Person.


 


3.            Appraisal
Rights. Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights, dissenter’s rights
or similar rights (whether under the DGCL or other applicable Law) in connection with the Second Merger.


 


[The remainder of this page is intentionally
left blank.]


 






    11 


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	IKONICS



 


 


		By:	 



		Name:	 
	 	Title:	 



 


 


	 	[HOLDCO]



 


 


		By:	 



		Name:	 
	 	Title:	 



 



 


	 	[MERGER SUB I]



 


 


		By:	 



		Name:	 
	 	Title:	 



 


 


	 	[MERGER SUB II]



 


 


		By:	 



		Name:	 
	 	Title:	 



 


[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	[STOCKHOLDER]



 


 


		By:	 



		Name:	 
	 	Title:	 



 



 


	 	Company Shares Held:
	 	 
	 	Common Stock:	 	 



 


[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


Exhibit A

Form of Written Consent


 


WRITTEN CONSENT

IN LIEU OF A

MEETING OF STOCKHOLDERS

OF

TERAWULF INC.


 


The undersigned (the “Stockholder”),
being a holder of record of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”), acting with respect
to all shares of such capital stock that the Stockholder owns or otherwise possesses the power to vote and/or in his, her or its personal
capacity, as applicable, hereby consents to the adoption of the following resolutions in lieu of a meeting of stockholders of the Corporation
pursuant to Section 228 of the General Corporation Law of the State of Delaware:


 


WHEREAS, the Company
is a party to that certain Merger Agreement, dated as of June 24, 2021 (as amended, supplemented, restated or otherwise modified
from time to time, the “Merger Agreement”), by and among IKONICS Corporation., a Minnesota corporation (“IKONICS”),
Telluride Holdco Inc., a Delaware corporation and wholly owned subsidiary of IKONICS (“Holdco”), Telluride Merger Sub
I, Inc., a Minnesota corporation and wholly owned subsidiary of Holdco (“Merger Sub I”), Telluride Merger Sub
II, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub II”) and the Company, pursuant
to which, among other things, on the terms and conditions set forth therein, (i) Merger Sub I will merge with and into IKONICS (the
 “First Merger”), with IKONICS surviving the First Merger as a wholly owned subsidiary of Holdco and (ii) following
the consummation of the First Merger, Merger Sub II will merge with and into the Company (the “Second Merger”), with
the Company surviving the Second Merger as a wholly owned subsidiary of Holdco (the First Merger and the Second Merger, together collectively,
the “Mergers”);


 


WHEREAS, capitalized
terms used but not otherwise defined in this written consent have the respective meanings ascribed to them in the Merger Agreement;


 


WHEREAS, the Board
of Directors of the Company has declared the Merger Agreement to be advisable and recommended that the stockholders of the Company approve
and adopt the Merger Agreement, the Second Merger and the other transactions contemplated by the Merger Agreement; and


 


WHEREAS, the Stockholder
desires to (i) approve and adopt the Merger Agreement and the Second Merger, and (ii) to the extent the Stockholder’s
consent or approval to any action is necessary, directly or indirectly, to effect the transactions contemplated by the Merger Agreement
in accordance with the terms and conditions of the Merger Agreement, grant such consent or approval to the taking of such action.


 






    A-1 


     


    

 


NOW, THEREFORE,
BE IT:


 


RESOLVED, that the
Merger Agreement and the Second Merger be, and each hereby is, adopted and approved in all respects; and be it further


 


RESOLVED, that,
to the extent the Stockholder’s consent or approval to any action is necessary, directly or indirectly, to effect the transactions
contemplated by the Merger Agreement in accordance with the terms and conditions of the Merger Agreement, the Stockholder hereby grants
such consent or approval to the taking of each and every such action.


 


[Signature Page Follows]


 






    A-2 


     


    

 


IN WITNESS
WHEREOF, the Stockholder has duly executed this written consent.


 


	 	[STOCKHOLDER]



 


 


		By:	 



		Name:	 
	 	Title:	 



 






    A-3