INDEMNITY AGREEMENTIndemnification Agreement • January 22nd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell 30,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-fourth of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 4,500,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
POWER & DIGITAL INFRASTRUCTURE ACQUISITION CORP. 321 North Clark Street, Suite 2440 Chicago, IL 60654Securities Subscription Agreement • January 22nd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • Delaware
We are pleased to accept the offer XPDI Sponsor LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and XPDI Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Power & Digital Infrastructure Acquisition Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654Underwriting Agreement • February 5th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”) and Barclays Capital Inc. and BofA Securities, Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • February 12th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2021, is made and entered into by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), XPDI Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
CORE SCIENTIFIC, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 19th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________________, 20__ and is between Core Scientific, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Power & Digital Infrastructure Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of February [__], 2021 between Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), XPDI Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Credit Alpha Master Fund L.P./HC NCBR Fund/The Obsidian Master Fund]1 (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 9, 2021 by and between Power & Digital Infrastructure Acquisition Corp, (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
3.00% Convertible Senior Notes due 2029Indenture • August 19th, 2024 • Core Scientific, Inc./Tx • Finance services • New York
INDENTURE, dated as of August 19, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2022 • Core Scientific, Inc./Tx • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Core Scientific, Inc., a Delaware corporation (the “Company”).
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. COMMON STOCK PURCHASE AGREEMENT Dated as of July 20, 2022 by and...Common Stock Purchase Agreement • July 21st, 2022 • Core Scientific, Inc./Tx • Services-computer processing & data preparation • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of July 20, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Core Scientific, Inc., a Delaware corporation (the “Company”).
WARRANT AGREEMENTWarrant Agreement • February 12th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 9, 2021, is by and between Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Power & Digital Infrastructure Acquisition Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654Underwriting Agreement • February 12th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”) and Barclays Capital Inc. and BofA Securities, Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CORE SCIENTIFIC, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CORE SCIENTIFIC, INC. IF...Industrial Power Contract • December 10th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation
THIS CONTRACT, made this 15th day of December , 2017, by and between BCV 77 LLC , c/o Nick Phillips hereinafter called the “Customer”, and Murphy Electric Power Board with office at 107 Peachtree Street, Murphy NC 28906, hereinafter called the “Distributor”.
AMENDED AND RESTATED ELECTRIC SERVICE AGREEMENT (Boring Drive Property)Electric Service Agreement • August 11th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • Georgia
This Amended and Restated Electric Service Agreement (“A&R Agreement”) is entered into as of October 11, 2018 by and between The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia d/b/a Dalton Utilities (“DU”) and American Property Acquisitions VII, LLC, a Georgia limited liability company (“Customer”). DU and Customer are sometimes referred to herein individually as a “Party” and jointly as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2024 • Core Scientific, Inc./Tx • Finance services • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 19, 2024 (the “Effective Date”) is made by and between Core Scientific, Inc. (the “Company”) and Todd DuChene (the “Executive”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • December 30th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation
This Second Amendment (this “Amendment”) to that certain Agreement and Plan of Merger and Reorganization, dated as of July 20, 2021 (the “Merger Agreement”) and as amended on October 1, 2021 (as may be further amended from time to time, the “Amended Merger Agreement”), by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“Acquiror”), XPDI Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), XPDI Merger Sub 2, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and Core Scientific Holding Co., a Delaware corporation (the “Company”), is made and entered into as of December 29, 2021 by and among Acquiror, Merger Subs and the Company. Acquiror, Merger Subs and the Company are collectively referred to herein as the “Parties.” Capitalized terms in this Amendment that are used but not otherwis
SENIOR SECURED SUPER-PRIORITY REPLACEMENT DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT Dated as of February 27, 2023 among CORE SCIENTIFIC, INC., as Borrower, as an Obligor, as a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy...Loan and Security Agreement • March 2nd, 2023 • Core Scientific, Inc./Tx • Finance services • New York
THIS SENIOR SECURED SUPER-PRIORITY REPLACEMENT DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT is dated as of February 27, 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among (a) CORE SCIENTIFIC, INC., a Delaware corporation and a debtor and debtor-in-possession in the Chapter 11 Cases (“Core Scientific “ or “Borrower”) and as authorized representative for all Obligors hereunder (in such capacity, the “Obligor Representative”), (b) each SUBSIDIARY GUARANTOR, as a Guarantor, an Obligor, and a debtor and debtor-in-possession in the Chapter 11 Cases, (c) each Person party hereto from time to time as a LENDER, and (d) B. RILEY COMMERCIAL CAPITAL, LLC, as Administrative Agent (the “Administrative Agent”).
Investment Credit Agreement Core Scientific, Inc.Investment Credit Agreement • December 10th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation
EQUIPMENT LOAN AND SECURITY AGREEMENTEquipment Loan and Security Agreement • January 25th, 2024 • Core Scientific, Inc./Tx • Finance services • Texas
THIS EQUIPMENT LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of January 23, 2024 (the “Closing Date”), by and between BlockFi Lending LLC (“Lender”) and Core Scientific, Inc., a Delaware corporation (“Borrower”). Capitalized terms used herein without definition shall have the meanings assigned to them in Schedule A attached hereto and, for purposes of this Agreement, the rules of construction set forth in Schedule A shall govern.
CORE SCIENTIFIC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 11th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective as of DATE (the “Grant Date”) by and between Core Scientific Holding Co., a Delaware corporation (the “Company”), and NAME (the “Grantee”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Core Scientific Holdco (f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (the “Plan”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CORE SCIENTIFIC, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CORE SCIENTIFIC, INC. IF...Master Services Agreement • December 10th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation • North Carolina
THIS AGREEMENT is entered into between Core Scientific (“Customer”) and Duke Energy Carolinas, LLC. (“Duke”) as of the 25th day of June, 2018. Duke and Customer are hereinafter each referred to as a “Party” and collectively as “the Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CORE SCIENTIFIC, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CORE SCIENTIFIC, INC. IF...Electric Service Agreement • December 10th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation
DUKE ENERGY CAROLINAS, LLC, (hereinafter called the “Company”) and CORE SCIENTIFIC, INC., (hereinafter called the “Customer”) do hereby mutually agree and consent, subject to the following conditions, that the Company shall sell and deliver electric power to the Customer, and the Customer shall purchase, receive, and pay for same:
AMENDMENT TO ASSET PURCHASE AGREEMENT dated as of November 6, 2023Asset Purchase Agreement • January 25th, 2024 • Core Scientific, Inc./Tx • Finance services
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment Agreement”), is made as of November 6, 2023 (the “Execution Date”), by and between Bitmain Technologies Delaware Limited, a corporation organized under the laws of the State of Delaware (“Vendor”), and Core Scientific, Inc., a corporation organized under the laws of the State of Delaware (“Purchaser” and, together with Vendor, the “Parties”).
SALES AND PURCHASE AGREEMENT BETWEEN [BITMAIN ENTITY NAME] (“Bitmain”) AND Core Scientific, Inc. (“Purchaser”)Sales and Purchase Agreement • August 11th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • Hong Kong
This agreement (this “Agreement”) is made on by and between [Bitmain Entity Name] (“Bitmain”), with its principal place of business at [8 Kallang Avenue, Aperia Tower 1, #09-03/04, Singapore, 339509], and Core Scientific, Inc. (the “Purchaser”), with its principal place of business at [2800 Northup Way, Bellevue, WA 98004, the US].
September 14, 2020 Michael Trzupek Dear Michael:Employment Agreement • August 11th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • Washington
On behalf of Core Scientific, Inc. (the “Company”), we are pleased to make this offer to you for employment with the Company pursuant to the terms of this letter (the “Letter Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 10, 2021 and between Michael J. Levitt (“Executive”) and Core Scientific Holding Co. (the “Company”).
FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY REPLACEMENT DEBTOR-IN- POSSESSION LOAN AND SECURITY AGREEMENTSenior Secured Super-Priority Debtor-in-Possession Loan and Security Agreement • July 6th, 2023 • Core Scientific, Inc./Tx • Finance services • New York
THIS SENIOR SECURED SUPER-PRIORITY REPLACEMENT DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT is dated as of February 27, 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, including pursuant to the First Amendment (as defined below), this “Agreement”), by and among (a) CORE SCIENTIFIC, INC., a Delaware corporation and a debtor and debtor- in-possession in the Chapter 11 Cases (“Core Scientific” or “Borrower”) and as authorized representative for all Obligors hereunder (in such capacity, the “Obligor Representative”), (b) each SUBSIDIARY GUARANTOR, as a Guarantor, an Obligor, and a debtor and debtor-in-possession in the Chapter 11 Cases, (c) each Person party hereto from time to time as a LENDER, and (d) B. RILEY COMMERCIAL CAPITAL, LLC, as Administrative Agent (the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among POWER & DIGITAL INFRASTRUCTURE ACQUISITION CORP., XPDI MERGER SUB INC., XPDI MERGER SUB 2, LLC, and CORE SCIENTIFIC HOLDING CO. dated as of July 20, 2021Agreement and Plan of Merger and Reorganization • July 21st, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 20, 2021, by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“Acquiror”), XPDI Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), XPDI Merger Sub 2, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and Core Scientific Holding Co., a Delaware corporation (the “Company”). Acquiror, First Merger Sub, Second Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 21st, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of July 20, 2021, is made by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“Acquiror”), Core Scientific Holding Co., a Delaware corporation (the “Company”), and the Company stockholders set forth on Schedule 1 hereto (the “Supporting Holder”). Acquiror, the Company and the Supporting Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Interruptible Power Product (IP Product) Agreement Rolling Term ProductInterruptible Power Product Agreement • August 11th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks
Underlined terms used in this Interruptible Power Product (IP Product) Agreement are defined in the IP Product Terms and Conditions. Company’s authorized representative may receive assistance from Company’s power provider (Distributor) or TVA customer service representatives; however, Company remains responsible for ensuring the information provided in this Agreement is accurate and correct. In consideration of the premises and the agreements below, the parties agree:
SPONSOR AGREEMENTSponsor Agreement • July 21st, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks
This SPONSOR AGREEMENT (this “Agreement”), dated as of July 20, 2021, is made by and among XPDI Sponsor LLC, a Delaware limited liability company (“Sponsor”), the other holders of Acquiror Class B Common Stock set forth under the heading “Other Class B Holders” on the signature pages to this Agreement (the “Other Class B Holders,” and together with Sponsor, collectively, the “Class B Holders”), Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“Acquiror”), and Core Scientific Holding Co., a Delaware corporation (the “Company”). Sponsor, the Other Class B Holders, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 19th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this “First Amendment”) is made as of September 23, 2021, by and among Core Scientific Holding Co., a Delaware corporation (the “Company”), the Guarantors party hereto, the Purchasers party hereto and U.S. Bank National Association, as note agent and as collateral agent for the Secured Parties (in such capacities, the “Agents”).
