EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Greenidge Generation Holdings Inc. • February 16th, 2024 • Finance services • New York
GREENIDGE GENERATION HOLDINGS INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee INDENTURE dated as of October 13, 2021 SENIOR DEBT SECURITIESGreenidge Generation Holdings Inc. • October 13th, 2021 • Services-computer processing & data preparation • New York
INDENTURE, dated as of October 13, 2021, between Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”), and Wilmington Savings Fund Society, FSB, a federal savings bank, as trustee (the “Trustee”).
EXECUTION VERSION 4892-6472-8737, v. 8 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of February 12, 2024, by and between Greenidge Generation Holdings Inc., a Delaware...Securities Purchase Agreement • February 16th, 2024 • Greenidge Generation Holdings Inc. • Finance services • New York
COMMON STOCK PURCHASE AGREEMENT Dated as of April 7, 2022 by and between GREENIDGE GENERATION HOLDINGS INC. and B. RILEY PRINCIPAL CAPITAL, LLCCommon Stock Purchase Agreement • April 8th, 2022 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 7, 2022 (this “Agreement”), by and between B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), and Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”).
GREENIDGE GENERATION HOLDINGS INC. 8.50% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2021 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • New York
The information in this pricing term sheet relates to the offering of 8.50% Senior Notes due 2026 of Greenidge Generation Holdings Inc. and is qualified in its entirety by reference to the Preliminary Prospectus, dated December 1, 2021 (the “Preliminary Prospectus”). The information in this pricing term sheet supplements the Preliminary Prospectus and updates and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. Terms used and not defined herein have the meanings assigned in the Preliminary Prospectus.
GREENIDGE GENERATION HOLDINGS INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 13, 2021 to the Indenture dated as of October 13, 2021 8.50% Senior Notes due 2026First Supplemental Indenture • October 13th, 2021 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of October 13, 2021, between Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTCo-Sale Agreement • May 4th, 2021 • Greenidge Generation Holdings Inc. • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of January 29, 2021 by and among Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 4th, 2021 • Greenidge Generation Holdings Inc. • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
GREENIDGE GENERATION HOLDINGS INC. COMMON STOCK At Market Issuance Sales AgreementGreenidge Generation Holdings Inc. • September 19th, 2022 • Services-computer processing & data preparation • New York
AGREEMENT AND PLAN OF MERGER among GREENIDGE GENERATION HOLDINGS INC. SUPPORT.COM, INC. and GGH MERGER SUB, INC. Dated as of March 19, 2021Agreement and Plan of Merger • March 29th, 2021 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 19, 2021, among Support.com, Inc., a Delaware corporation (“Pubco”), Greenidge Generation Holdings Inc., a Delaware corporation (“Company”), and GGH Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Company (“Merger Sub”).
January 20, 2023Electronic Mail • January 20th, 2023 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation
Reference is hereby made to (i) that certain Master Equipment Finance Agreement, dated as of May 25, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Generation MEFA”), by and between Greenidge Generation LLC, a New York limited liability company (“Generation Borrower”) and NYDIG ABL, LLC (f/k/a Arctos Credit, LLC) (“NYDIG” and together with its Affiliates the “Lender Parties”) and the following schedules entered into pursuant to the MEFA: Schedule 1, dated as of May 25, 2021 (“Schedule 1”), Schedule 2, dated as of May 25, 2021 (“Schedule 2”), Schedule 3, dated as of May 25, 2021 (“Schedule 3”) and Schedule 4, dated as of May 25, 2021 (“Schedule 4”, and together with Schedule 1, Schedule 2 and Schedule 3, the “Generation Schedules”, and the Generation Schedules, together with Generation MEFA, all related Acceptance Certificates and Other Agreements and any other document entered into in connection ther
SUPPORT AGREEMENTSupport Agreement • March 29th, 2021 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • Delaware
This Support Agreement (this “Agreement”), dated as of March 19, 2021, is entered into by and among Greenidge Generation, Inc., a Delaware corporation (“Company”) and the stockholders of Pubco (as defined below) set forth on the signature page hereto (the “Stockholders”).
MASTER SERVICES AGREEMENTMaster Services Agreement • December 12th, 2023 • Greenidge Generation Holdings Inc. • Finance services • New York
This Master Services Agreement (this “Agreement”), effective as of December 11, 2023 (“Effective Date”), is entered into by and between Greenidge Generation Holdings Inc., a Delaware corporation (“Greenidge”), and Infinite Reality, Inc., a Delaware corporation (“IR,” and together with Greenidge, the “Parties,” and each of the, a “Party”).
Execution Version 1 HOSTING ORDER TERMINATION AGREEMENT SPARTANBURG This TERMINATION AGREEMENT (the “Agreement”) is entered into as of November 9, 2023 (the “Effective Date”), between Greenidge South Carolina LLC, a Delaware limited liability company...Hosting Order Termination Agreement • November 14th, 2023 • Greenidge Generation Holdings Inc. • Finance services
Via Electronic Mail Greenidge Generation Holdings Inc., Greenidge Generation LLC, GTX Gen 1 Collateral LLC, GNY Collateral LLC, GSC Collateral LLC, Fairfield, CT 06890 Attention: Robert Loughran Re: Limited Waiver and Amendment of Loan Documents...Electronic Mail • December 30th, 2022 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation
Reference is hereby made to (i) the Master Equipment Finance Agreement, dated as of May 25, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Generation MEFA”), by and between Greenidge Generation LLC, a New York limited liability company (“Generation Borrower”) and NYDIG ABL, LLC (f/k/a Arctos Credit, LLC) (“NYDIG” and together with its Affiliates the “Lender Parties”) and the following schedules entered into pursuant to the MEFA: Schedule 1, dated as of May 25, 2021 (“Schedule 1”), Schedule 2, dated as of May 25, 2021 (“Schedule 2”), Schedule 3, dated as of May 25, 2021 (“Schedule 3”) and Schedule 4, dated as of May 25, 2021 (“Schedule 4”, and together with Schedule 1, Schedule 2 and Schedule 3, the “Generation Schedules”, and the Generation Schedules, together with Generation MEFA, all related Acceptance Certificates and Other Agreements and any other document entered into in connection therewith, th
August 11, 2023 Via Electronic Mail Greenidge Generation Holdings Inc. 135 Rennell Drive, 3rd Floor Fairfield, CT 06890 Attention: Chief Financial Officer Bob Loughran (Bloughran@greenidge.com) Re: Limited Waiver of Loan Documents Ladies and...Greenidge Generation Holdings Inc. • August 14th, 2023 • Finance services
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among NYDIG ABL LLC, GREENIDGE GENERATION HOLDINGS INC., GREENIDGE GENERATION LLC, GSC COLLATERAL LLC, GNY COLLATERAL LLC and GREENIDGE SOUTH CAROLINA LLC Dated as of January 30, 2023Membership Interest and Asset Purchase Agreement • January 31st, 2023 • Greenidge Generation Holdings Inc. • Finance services • New York
BOARD OBSERVATION RIGHTS LETTER GREENIDGE GENERATION HOLDINGS Inc. January 30, 2023Greenidge Generation Holdings Inc. • January 31st, 2023 • Finance services
JOINT FILING AGREEMENTJoint Filing Agreement • March 29th, 2021 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
PRECEDENT AGREEMENTPrecedent Agreement • June 25th, 2021 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation
This Precedent Agreement (“Agreement”), dated as of the 13th day of March 2018 (“Effective Date”), is made by and between EMPIRE PIPELINE, INC., a New York corporation (herein called “Empire”) and GREENIDGE MARKETS AND TRADING LLC, a Delaware limited liability company (herein called “Shipper”). Empire and Shipper may be referred to collectively herein as the “Parties” or individually as a “Party”.
GREENIDGE GENERATION HOLDINGS INC.Employment Agreement • March 31st, 2022 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation
This letter agreement sets forth revised terms of payment of your Achievement Bonus (as defined in the employment agreement (“Employment Agreement”), dated November 12, 2021, between you and Greenidge Generation Holdings Inc. (the “Company”)).
SENIOR SECURED LOAN AGREEMENT dated as of January 30, 2023 by and among Greenidge Generation Holdings Inc., as a Borrower and Borrower Representative and Greenidge Generation LLC as a Borrower, the Guarantors from time to time party hereto, the...Senior Secured Loan Agreement • January 31st, 2023 • Greenidge Generation Holdings Inc. • Finance services • New York
This SENIOR SECURED LOAN AGREEMENT, dated as of January 30, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Greenidge Generation Holdings Inc., a Delaware corporation (the “Borrower Representative”) and Greenidge Generation LLC, a New York limited liability company (together with the Borrower Representative, each, a “Borrower” and, collectively, the “Borrowers”), the Subsidiaries of the Borrower Representative (as defined below) from time to time party hereto as Guarantors, the Lenders from time to time party hereto, and NYDIG ABL LLC, a Delaware limited liability company (“NYDIG”), as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”; and together with the Administrative Agent, collec
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2022 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 15, 2021, is by and between Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”), and Terence Burke (“Executive”) (the Company and Executive collectively referred to as the “Parties” or individually referred to as a “Party”).
Execution Version TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 9, 2023, (the “Effective Date”), is hereby entered into by and between SC 1 Mining Site LLC, a Delaware limited liability...Execution Version Transition Services Agreement • November 14th, 2023 • Greenidge Generation Holdings Inc. • Finance services • New York
AMENDMENT NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENTMarket Issuance Sales Agreement • October 4th, 2022 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • New York
COMMERCIAL PURCHASE AND SALE AGREEMENTCommercial Purchase and Sale Agreement • April 10th, 2024 • Greenidge Generation Holdings Inc. • Finance services
This Commercial Purchase and Sale Agreement (this “Agreement”) is made and effective as of this 6th day of March, 2024 (the “Effective Date”) by and between the undersigned SELLER, its successors and/or assigns (except as limited herein) (the “Seller”), and the undersigned BUYER, its successors and/or assigns (except as limited herein) (the “Buyer”).
HOSTING SERVICES AGREEMENTHosting Services Agreement • January 31st, 2023 • Greenidge Generation Holdings Inc. • Finance services
This Hosting Services Agreement (“General Terms Agreement”) effective as of January 30, 2023 (“Effective Date”) is between Greenidge South Carolina LLC, a Delaware limited liability company (“Host”), [●], a Delaware limited liability company (“Client”).
BY EMAILBy Email • March 31st, 2023 • Greenidge Generation Holdings Inc. • Finance services
This letter agreement (this “Letter”) confirms the changes to your relationship with Greenidge Generation Holdings Inc. (the “Company”) and its subsidiaries and affiliates (together with the Company, the “Company Group”). You and the Company agree that this Letter represents the full and complete understanding concerning your separation of employment from the Company.
ContractGreenidge Generation Holdings Inc. • December 12th, 2023 • Finance services • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
INVESTOR AGREEMENTInvestor Agreement • September 14th, 2021 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • Delaware
This Investor Agreement (“Agreement”) is made and entered into this 9th day of September, 2021, by and between 210 Capital, LLC (“210”) and Greenidge Generation Holdings Inc. (“Greenidge”). When referred to collectively, 210 and Greenidge shall be referred to as “Parties” or individually as “Party.” This Investor Agreement provides as follows:
FORM OF REGISTRATION COMPLIANCE AGREEMENTForm of Registration Compliance Agreement • September 1st, 2021 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • New York
This REGISTRATION COMPLIANCE AGREEMENT (the “Agreement”) is made as of September 1, 2021, by and between Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”), and (the “Affiliate Holder”).
STOCK OPTION INDUCEMENT AWARD AGREEMENTStock Option Inducement Award Agreement • October 31st, 2022 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • New York
This Stock Option Inducement Award Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
STOCK OPTION AGREEMENTStock Option Agreement • May 4th, 2021 • Greenidge Generation Holdings Inc. • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2022 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2022, is by and between B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), and Greenidge Generation Holdings Inc., a Delaware corporation (the “Company”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. MASTER EQUIPMENT FINANCE AGREEMENTMaster Equipment Finance Agreement • March 24th, 2022 • Greenidge Generation Holdings Inc. • Services-computer processing & data preparation • New York
THIS MASTER EQUIPMENT FINANCE AGREEMENT (this “Master Agreement”) is dated as of March 21, 2022 (the “Closing Date”), by, among others, GTX Gen 1 Collateral LLC, a Delaware limited liability company with an address of 135 Rennell Drive, 3rd Floor, Fairfield, CT 06890, GNY Collateral LLC, a Delaware limited liability company with an address of 135 Rennell Drive, 3rd Floor, Fairfield, CT 06890, GSC Collateral LLC, a Delaware limited liability company with an address of 135 Rennell Drive, 3rd Floor, Fairfield, CT 06890 (each, individually, a “Borrower” and, collectively, the “Borrowers”), Greenidge Generation Holdings, Inc., a Delaware corporation with an address of 135 Rennell Drive, 3rd Floor, Fairfield, CT 06890, as parent, as a guarantor and as borrower representative (the “Parent”) and each other Guarantor from time to time party hereto and NYDIG ABL LLC, a Delaware limited liability company with an address of 510 Madison Avenue, 21st Floor, New York City, NY 10022 (“NYDIG”), as lend
