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
