{"url_path":"/sec/gree/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1844971/0001193805-26-000990-index.html","accession_number":"0001193805-26-000990","cik":"0001844971","ticker":"GREE","issuer_name":"Vulcan Infrastructure & Power Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1844971/0001193805-26-000990-index.html","primary_entity_key":"0001844971","primary_entity_name":"Vulcan Infrastructure & Power Inc."},"word_count":6372,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n** **\n\n**PIPE Transaction and Subscription Agreements**\n\n \n\nOn July 19, 2026, Vulcan Infrastructure\nand Power Inc. (formerly Greenidge Generation Holdings Inc.) (the “Company”) entered into the following subscription agreements\nin connection with a private investment in public equity financing transaction (the “PIPE Transaction”):\n\n \n\n(i)the Subscription Agreement, dated as of July 19, 2026 (the “MIG Subscription Agreement”),\nbetween the Company and MIG REF II INFR, LLC (“MIG”), an affiliate of Machine Investment Group, LP, pursuant to which, among\nother things, the Company agreed to issue and sell to MIG (i) 2,923,976 shares of the Company’s Class A common stock (the “MIG\nShares”), (ii) a senior secured convertible promissory note in the principal amount of $10,000,000 (the “MIG Convertible Note”),\nwhich is convertible into shares of the Company’s Class A common stock on the terms set forth therein (the “MIG Conversion\nShares”), and (iii) a three-year warrant (the “MIG Warrant”) to purchase 1,754,386 shares of the Company’s Class\nA common stock (the “MIG Warrant Shares”) at an exercise price of $1.71 per share, subject to adjustment as provided therein,\nfor an aggregate purchase price of $15,000,000;\n\n \n\n(ii)the Subscription Agreement, dated as of July 19, 2026 (the “Atlas Subscription Agreement”),\nbetween the Company and Atlas GREE Investment Holdco LLC (“Atlas”), an affiliate of certain of the Company’s stockholders,\npursuant to which, among other things, the Company agreed to issue and sell to Atlas 2,923,976 shares of the Company’s Class A common\nstock (the “Atlas Shares”) for an aggregate purchase price of $5,000,000;\n\n \n\n(iii)the Subscription Agreement, dated as of July 19, 2026 (the “Conversant Subscription Agreement”),\nbetween the Company and Conversant PIF Aggregator A LP (“Conversant”), pursuant to which, among other things, the Company\nagreed to issue and sell to Conversant 3,479,532 shares of the Company’s Class A common stock (the “Conversant Shares”)\nfor an aggregate purchase price of $5,950,000; and\n\n \n\n(iv)the Subscription Agreement, dated as of July 19, 2026 (the “Other Subscription Agreement”\nand, collectively with the MIG Subscription Agreement, the Atlas Subscription Agreement and the Conversant Subscription Agreement, the\n“Subscription Agreements”), between the Company and certain other investors, including the Company’s Chief Executive\nOfficer, Chief Financial Officer and President and a member of the board of directors (the “Board”) of the Company (collectively,\nthe “Other Investors”), pursuant to which, among other things, the Company agreed to issue and sell to the Other Investors\nan aggregate of 7,818,706 shares of the Company’s Class A common stock (the “Other Investor Shares” and, collectively\nwith the MIG Shares, the Atlas Shares and the Conversant Shares, the “PIPE Shares”) for an aggregate purchase price of $13,370,000.\n\n \n\nThe PIPE Shares were sold\nat a purchase price of $1.71 per share, which is equal to the closing price of the Company’s Class A common stock on The Nasdaq\nGlobal Select Market (“Nasdaq”) on the last trading day immediately preceding the signing of the Subscription Agreements,\nor July 17, 2026 (the “Per Share Purchase Price”). Subject to closing of the PIPE Transaction, the Company intends to use\nthe net proceeds from the PIPE Transaction to redeem the remaining approximately $33 million of the Company’s outstanding 8.50%\nsenior notes due October 2026 (the “Senior Notes”), with the remaining net proceeds to be used for general corporate purposes.\nThe Company has agreed to reimburse MIG for reasonable, documented out-of-pocket expenses incurred in connection with the PIPE Transaction\nin an amount not to exceed $350,000.\n\n \n\nPrior to the Company’s\nentry into the Subscription Agreements, the Company obtained the written consent of the holders of a majority of the voting power of the\nCompany’s outstanding capital stock (the “Stockholder Consent”), approving, among other things, the issuance of the\nPIPE Shares, the MIG Convertible Note, the MIG Conversion Shares, the MIG Warrant and the MIG Warrant Shares in compliance with the stockholder\napproval requirements of Nasdaq Listing Rule 5635(b). Pursuant to the Subscription Agreements, the Company agreed to promptly prepare\nand deliver to holders of its capital stock the Information Statement (as defined below) and such other information as may be necessary\nor appropriate regarding the Stockholder Consent in accordance with the Delaware General Corporation Law and the Securities Exchange Act\nof 1934, as amended (the “Exchange Act”), such that the Stockholder Consent will be effective on or prior to the closing of\nthe PIPE Transaction.\n\n \n\n \n\n \n\n \n\nThe closing of the PIPE Transaction\nis subject to the satisfaction or waiver of certain closing conditions set forth in the Subscription Agreements, including, among others,\n(i) approval for listing on Nasdaq, subject to official notice of issuance, of the PIPE Shares, MIG Conversion Shares and MIG Warrant\nShares, (ii) execution and delivery of certain ancillary agreements, including the Investor Rights Agreements (as defined below), a security\nagreement and other related security documents, (iii) with respect to the MIG Subscription Agreement, delivery of certain collateral and\nsecurity documents relating to the Company’s property in Mississippi, including the pledge of the equity interests in the entity\nthat owns such property and (iv) the effectiveness of the Stockholder Consent, which will become effective following compliance with the\nrequirements of the Exchange Act and the applicable Nasdaq rules.\n\n \n\nEach Subscription Agreement\nmay be terminated prior to closing by mutual written consent of the respective parties thereto, by either party in certain circumstances\ninvolving an uncured material breach by the other party, or by either party if the closing of the PIPE Transaction has not occurred on\nor before October 10, 2026, subject to certain exceptions. In the event of termination, the applicable Subscription Agreement will become\nvoid and have no further effect, except for certain surviving provisions, including provisions relating to liability for fraud or willful\nand material breach, as well as expense reimbursement obligations under the MIG Subscription Agreement.\n\n \n\n**Investor Rights Agreements**\n\n \n\nPursuant to the MIG Subscription\nAgreement and the Atlas Subscription Agreement, in connection with the closing of the PIPE Transaction, the Company has agreed to enter\ninto an investor rights agreement with each of MIG and Atlas (the “MIG Investor Rights Agreement” and the “Atlas Investor\nRights Agreement,” respectively, and, together, the “Investor Rights Agreements”). Pursuant to the Investor Rights Agreements,\nand subject to the terms and conditions set forth therein, MIG and Atlas will receive, among other things, (i) board representation rights,\n(ii) a non-voting board observer right, (iii) a right of first offer with respect to certain future equity and equity-linked financings,\n(iv) certain sponsor incentive arrangements, and (v) registration rights with respect to the MIG Shares, the MIG Conversion Shares, the\nMIG Warrant Shares, the Atlas Shares and any shares of the Company’s Class A common stock issued pursuant to any sponsor incentive\narrangements (the “Sponsor Incentive Shares”).\n\n \n\n**Board Representation\nRights**\n\n \n\nPursuant to the Investor Rights\nAgreements, effective upon the closing of the PIPE Transaction, the Company has agreed to reconstitute the Board so that it consists of\nten directors. In connection therewith, the Board will take such actions as are necessary to fill the vacancies created by the resignations\nof certain directors, such that the Board will consist of:\n\n \n\n(1)four individuals who will be nominated by Atlas for approval by the Board (to the extent any such individual\nis not then serving as a director of the Company);\n\n \n\n(2)the Company’s Chief Executive Officer;\n\n \n\n(3)two individuals who meet certain independence requirements and are identified by MIG and consented to\nby the Company and Atlas;\n\n \n\n(4)one individual who meets certain independence requirements and is identified by Atlas and consented to\nby the Company and MIG; and\n\n \n\n(5)two individuals who meet certain independence requirements and are identified by the Company and consented\nto by MIG and Atlas (one of whom, subject to the terms and conditions of the Conversant Subscription Agreement, will be the Conversant-nominated\nDirector (as defined below)).\n\n \n\n \n\n \n\n \n\nOn the date the regulatory\napprovals required under the MIG Subscription Agreement (the “Regulatory Approvals”) have been obtained (the “Regulatory\nApprovals Date”), the Company has agreed to further reconstitute the Board so that it consists of eight directors. In connection\ntherewith, the Board will take such actions as are necessary to fill the vacancies created by the resignations of certain directors, such\nthat the Board will consist of:\n\n \n\n(1)one individual who will be nominated by MIG for approval by the Board (to the extent such individual is\nnot then serving as a director of the Company);\n\n \n\n(2)one individual who will be nominated by Atlas for approval by the Board (to the extent such individual\nis not then serving as a director of the Company);\n\n \n\n(3)the Company’s Chief Executive Officer;\n\n \n\n(4)two individuals who meet certain independence requirements and are identified by MIG and consented to\nby the Company and Atlas;\n\n \n\n(5)one individual who meets certain independence requirements and is identified by Atlas and consented to\nby the Company and MIG; and\n\n \n\n(6)two individuals who meet certain independence requirements and are identified by the Company and consented\nto by MIG and Atlas (one of whom, subject to the terms and conditions of the Conversant Subscription Agreement, will be the Conversant-nominated\nDirector).\n\n \n\nOn the Regulatory Approvals\nDate and any time thereafter until the date of the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”),\neach of MIG and Atlas will have the right to nominate one director for appointment or election to the Board, provided that such party,\ntogether with its affiliates, beneficially owns at least 5.0% of the outstanding shares of the Company’s Class A common stock, calculated\non a fully diluted basis. Following the 2027 Annual Meeting, and subject to applicable board independence requirements, each of MIG and\nAtlas will have the right to nominate (i) two directors, for so long as MIG and its affiliates, or Atlas and its affiliates, as applicable,\nbeneficially own at least 7.5% of the outstanding shares of the Company’s Class A common stock, calculated on a fully diluted basis,\nand (ii) one director, for so long as MIG and its affiliates, or Atlas and its affiliates, as applicable, beneficially own at least 5.0%\nbut less than 7.5% of the outstanding shares of the Company’s Class A common stock, calculated on a fully diluted basis. Additionally,\non the Regulatory Approvals Date, and thereafter for so long as MIG and its affiliates, or Atlas and its affiliates, as applicable, beneficially\nown at least 7.5% of the outstanding shares of the Company’s Class A common stock, calculated on a fully diluted basis, one director\ndesignated by MIG and one director designated by Atlas will serve on the Capital Committee of the Board, which will consist of two members.\n\n \n\n**Non-Voting Board Observer\nRight**\n\n \n\nPursuant to the Investor Rights\nAgreements, for so long as MIG or Atlas, as applicable, beneficially owns at least 5.0% of the outstanding shares of the Company’s\nClass A common stock, calculated on a fully diluted basis, such investor will have the right to designate one non-voting observer to attend\nand participate in meetings of the Board and its committees. The Board observers will be subject to customary confidentiality obligations\nand may be excluded from portions of Board or committee meetings involving conflicts of interest or privileged or otherwise protected\nmatters, and the Company will not be required to provide the Board observer with materials relating to any such excluded matters.\n\n \n\n**Right of First Offer**\n\n \n\nThe Investor Rights Agreements\nwill also provide MIG and Atlas with a right of first offer to purchase, on the same terms and conditions as offered to other investors,\na pro rata portion of certain future issuances by the Company of equity securities or securities convertible into, exercisable for or\nexchangeable for equity securities for cash, based on such investor’s beneficial ownership of the Company’s then-outstanding\nClass A common stock on a fully diluted basis. Such right will remain in effect until the earliest of (i) the third anniversary of the\napplicable Investor Rights Agreement, (ii) such investor and its affiliates beneficially owning less than 7.5% of the Company’s\noutstanding Class A common stock, calculated on a fully diluted basis, and (iii) a change of control of the Company, and will be subject\nto customary exceptions, including certain employee equity issuances, acquisition-related issuances, at-the-market offerings, rights offerings\nand certain other excluded issuances.\n\n \n\n \n\n \n\n \n\n**Sponsor Incentive Arrangements**\n\n \n\nThe Investor Rights Agreements\nwill also provide MIG and Atlas with the right to receive certain project-level acquisition fees and/or promote incentives (the “Sponsor\nIncentive”) in connection with services provided to the Company after the closing of the PIPE Transaction relating to identifying\npotential powered land acquisition opportunities and prospective tenants. Any such Sponsor Incentive may be paid in cash or shares of\nthe Company’s Class A common stock, must be on arm’s-length terms and consistent with market practice for comparable services,\nand will be subject to approval by a majority of the Company’s independent and disinterested directors, and, where applicable, the\nAudit Committee of the Board, as well as any required regulatory approvals.\n\n \n\n**Registration Rights**\n\n \n\nThe Investor Rights Agreements\nwill provide MIG and Atlas with certain registration rights with respect to the MIG Shares, the MIG Conversion Shares, the MIG Warrant\nShares, the Atlas Shares and the Sponsor Incentive Shares (collectively, the “Registrable Securities”). Beginning on the first\nanniversary of the applicable Investor Rights Agreement, holders of Registrable Securities will have certain demand registration rights\nand shelf registration rights, subject to certain limitations and conditions. In addition, beginning on the first anniversary of the applicable\nInvestor Rights Agreement, the holders of Registrable Securities will have customary piggyback registration rights in connection with\ncertain registrations of the Company’s securities by the Company. The Company will agree to use its reasonable best efforts to effect\nsuch registrations and maintain the effectiveness of applicable registration statements, subject to customary limitations, including the\nright of the Company to delay or defer certain registrations under certain circumstances.\n\n \n\n**Conversant Subscription Agreement Rights**\n\n** **\n\nPursuant to the Conversant\nSubscription Agreement, the Company has agreed to provide Conversant with certain (i) board representation rights, (ii) participation\nrights and (iii) registration rights. The Company has also agreed to grant to Conversant certain rights relating to its beneficial ownership\nof the Company’s voting securities.\n\n \n\n**Board Representation\nRights**\n\n \n\nThe Conversant Subscription\nAgreement provides that, effective as of the closing date of the PIPE Transaction, and thereafter for so long as Conversant beneficially\nowns at least 5.0% of the outstanding shares of the Company’s Class A common stock, Conversant will have the right to nominate one\nindividual (the “Conversant-nominated Director”) for appointment or election to the Board who satisfies certain independence\nrequirements and is consented to by the Company, MIG and Atlas in accordance with the Investor Rights Agreements. If Conversant nominates\nan individual who does not satisfy certain heightened independence requirements set forth in the Conversant Subscription Agreement, the\nCompany has agreed to use commercially reasonable efforts, following receipt of certain required regulatory approvals and subject to applicable\nlaw, Nasdaq listing requirements and the approval of the Board and the Nominating and Governance Committee, to appoint such individual\nto the Board or nominate such individual for election at the next meeting of stockholders at which directors are elected.\n\n \n\n**Participation Rights**\n\n \n\nThe Conversant Subscription\nAgreement provides Conversant with a pro rata participation right pursuant to which, subject to the terms and conditions set forth therein,\nConversant will have the right to purchase, on the same terms and conditions as offered to other investors, a pro rata portion of certain\nfuture issuances by the Company of equity securities or securities convertible into, exercisable for or exchangeable for equity securities\nfor cash, based on Conversant’s beneficial ownership of the Company’s then-outstanding Class A common stock on a fully diluted\nbasis. Such participation right will remain in effect until the earliest of (i) the third anniversary of the closing of the PIPE Transaction,\n(ii) Conversant and its affiliates beneficially owning less than 3.0% of the shares of Class A common stock acquired pursuant to the Conversant\nSubscription Agreement, and (iii) a change of control of the Company, and is subject to certain exceptions, including certain employee\nequity issuances, acquisition-related issuances, at-the-market offerings, rights offerings and certain other excluded issuances.\n\n \n\n \n\n \n\n \n\n**Registration Rights**\n\n \n\nThe Conversant Subscription\nAgreement provides Conversant with certain registration rights with respect to the Conversant Shares. Beginning on the first anniversary\nof the closing date of the PIPE Transaction, subject to certain exceptions, Conversant will have the right to request that the Company\nprepare and file a shelf registration statement covering the resale of all registrable securities then outstanding or issuable pursuant\nto the Conversant Subscription Agreement, and the Company will be required to file such shelf registration statement within 60 days following\nreceipt of such request and use its reasonable best efforts to cause such registration statement to be declared effective by the Securities\nand Exchange Commission (the “SEC”) as soon as practicable thereafter. In addition, beginning on the first anniversary of\nthe closing date of the PIPE Transaction, Conversant will have customary piggyback registration rights in connection with certain registrations\nof the Company’s securities by the Company. The Company has agreed to use its reasonable best efforts to effect such registrations\nand maintain the effectiveness of applicable registration statements, subject to customary limitations, including the right of the Company\nto delay or defer certain registrations under certain circumstances.\n\n \n\n**Ownership Threshold\nProtections**\n\n \n\nPursuant to the Conversant\nSubscription Agreement, for so long as Conversant or its affiliates beneficially own any voting securities of the Company, prior to consummating\ncertain repurchases, redemptions, retirements or other acquisitions of voting securities by the Company that would result in Conversant\nand its affiliates beneficially owning more than 9.9% of the Company’s outstanding voting securities, the Company has agreed to\nuse commercially reasonable efforts to provide Conversant with prior notice of such transaction. Following receipt of such notice, Conversant\nwill have the right to request that the Company repurchase from Conversant or its affiliates a sufficient number of voting securities\nat the Per Share Purchase Price to prevent Conversant and its affiliates from exceeding such ownership threshold, subject to applicable\nlaw, the Company’s organizational documents and the Company’s financing arrangements. If Conversant does not timely request\nsuch repurchase, or if the Company is unable to complete such repurchase, Conversant has agreed that it will not vote any shares held\nby it or its affiliates in excess of the 9.9% ownership threshold until such time as its beneficial ownership percentage no longer exceeds\nsuch threshold; provided that such shares will continue to retain their economic rights, including rights to dividends and distributions.\n\n** **\n\n**Other Subscription Agreement Rights**\n\n \n\nPursuant to the Other Subscription\nAgreement, the Company has agreed to provide the Other Investors with certain participation rights and registration rights.\n\n \n\n**Participation Rights**\n\n \n\nThe Other Subscription Agreement\nprovides each Other Investor with a pro rata participation right pursuant to which, subject to the terms and conditions set forth therein,\nsuch Other Investor will have the right to purchase, on the same terms and conditions as offered to other investors, a pro rata portion\nof certain future issuances by the Company of equity securities or securities convertible into, exercisable for or exchangeable for equity\nsecurities for cash, based on such Other Investor’s beneficial ownership of the Company’s then-outstanding Class A common\nstock on a fully diluted basis. Such participation right will remain in effect until the earliest of (i) the third anniversary of the\nclosing of the PIPE Transaction, (ii) such Other Investor and its affiliates beneficially owning less than 3.0% of the shares of Class\nA common stock acquired pursuant to the Other Subscription Agreement, and (iii) a change of control of the Company, and is subject to\ncertain exceptions, including certain employee equity issuances, acquisition-related issuances, at-the-market offerings, rights offerings\nand certain other excluded issuances.\n\n \n\n \n\n \n\n \n\n**Registration Rights**\n\n \n\nThe Other Subscription Agreement\nalso requires the Company to prepare and file with the SEC, within 60 days following the closing of the PIPE Transaction, a shelf registration\nstatement covering the resale of the Other Investor Shares. The Company has agreed to use its reasonable best efforts to cause such shelf\nregistration statement to be declared effective by the SEC as soon as practicable after filing, and in no event later than the earlier\nof (i) 60 days after filing (or ten business days after the date on which the Company is notified by the SEC that such shelf registration\nstatement will not be reviewed or is no longer subject to further review) and (ii) 120 days after the closing date of the PIPE Transaction.\nThe Company may defer the filing or effectiveness of such shelf registration statement, or suspend its use, under certain circumstances,\nincluding during certain earnings-related periods and if the Board determines in good faith that such action would not be in the best\ninterests of the Company and its stockholders, subject to certain limitations.\n\n \n\n**The MIG Convertible Note**\n\n \n\nAt the closing of the PIPE\nTransaction, subject to the satisfaction or waiver of the applicable closing conditions, the Company will issue to MIG the MIG Convertible\nNote.\n\n \n\n**Interest and Maturity**\n\n \n\nThe MIG Convertible Note will\naccrue interest on its outstanding principal amount, as increased from time to time by any capitalized payment-in-kind (“PIK”)\ninterest, at a rate of 10.0% per annum, commencing on the issuance date. Interest will accrue monthly and will be paid in kind by being\nadded to the outstanding principal amount of the MIG Convertible Note rather than paid in cash, with such increased principal amount thereafter\naccruing additional interest on a compounded basis. The outstanding principal amount of the MIG Convertible Note, together with any accrued\nand unpaid interest thereon, will become due and payable on the third anniversary of the issuance date (the “Maturity Date”)\nor upon any earlier redemption (including any special mandatory redemption), acceleration or repurchase in accordance with the terms of\nthe MIG Convertible Note. Upon the occurrence and continuation of an event of default, the interest rate will automatically increase to\n15.0% per annum.\n\n \n\n**Conversion**\n\n \n\nMIG will have the right, in\nits sole discretion, to convert all or any portion of the outstanding principal amount of the MIG Convertible Note, including any accrued\nand unpaid PIK interest thereon, into shares of the Company’s Class A common stock at a conversion price of $2.1375 per share, subject\nto adjustment as provided therein. The conversion right may be exercised at any time after the later of (i) the issuance date of the MIG\nConvertible Note and (ii) the date on which the Regulatory Approvals are obtained, including prior to, on or after the Maturity Date.\n\n \n\n**Adjustments to Conversion\nPrice and Conversion Shares**\n\n** **\n\nThe MIG Convertible Note will\ncontain customary adjustment provisions designed to protect MIG against dilution of its conversion rights resulting from certain changes\nin the Company’s capital structure. The conversion price and the number of shares of Class A common stock issuable upon conversion\nof the MIG Convertible Note will be subject to adjustment, without duplication, upon the occurrence of certain events, including stock\nsplits, combinations or reclassifications of the Company’s Class A common stock, certain dividends or distributions payable in cash,\nequity securities or other property, certain rights offerings, tender offers or exchange offers, and certain mergers, consolidations,\nreorganizations or similar transactions. The adjustment provisions generally will provide for a corresponding decrease in the conversion\nprice and increase in the number of shares of Class A common stock issuable upon conversion to reflect the economic effect of such events.\nThe MIG Convertible Note will not include any adjustment to the conversion price solely as a result of the issuance by the Company of\nshares of Class A common stock or securities convertible into, exercisable for or exchangeable for Class A common stock, except with respect\nto the adjustment events described above.\n\n \n\n**Forced Conversion**\n\n** **\n\nThe MIG Convertible Note will\nprovide the Company with the right, at its option, to effect a mandatory conversion of all (but not less than all) of the outstanding\nprincipal amount of the MIG Convertible Note, together with all accrued and unpaid interest thereon, into shares of the Company’s\nClass A common stock if certain conditions are satisfied. Beginning on the earlier of (i) the date that is 18 months following the issuance\ndate and (ii) the date on which the Company has raised more than $75 million in equity capital following the issuance date, the Company\nwill have the option to effect such forced conversion if the VWAP of the Company’s Class A common stock exceeds 215% of the then-applicable\nconversion price (as adjusted pursuant to the terms of the MIG Convertible Note) for at least 20 trading days during any 30 consecutive\ntrading day period.\n\n** **\n\n****\n\n \n\n \n\n** **\n\nPrior to effecting a forced\nconversion, the Company will be required to provide MIG with written notice at least 20 trading days prior to the proposed conversion\ndate, including the applicable conversion price, the number of shares of the Company’s Class A common stock issuable upon conversion\nand information demonstrating satisfaction of the applicable VWAP threshold. During such notice period, MIG will retain the right to voluntarily\nconvert all or any portion of the outstanding principal amount of the MIG Convertible Note, together with accrued and unpaid interest\nthereon, into shares of Class A common stock, which would reduce the amount subject to the forced conversion.\n\n** **\n\nThe Company will not be able\nto effect a forced conversion while an event of default is continuing, while certain fundamental change repurchase rights remain outstanding\nor prior to receipt of the Regulatory Approvals.\n\n* *\n\n**Fundamental Change Repurchase\nRight**\n\n \n\nThe MIG Convertible Note will\nprovide MIG with the right to require the Company to repurchase all or a portion of the outstanding principal amount of the MIG Convertible\nNote for cash upon the occurrence of certain fundamental change events. The repurchase price will equal 100% of the outstanding principal\namount of the MIG Convertible Note being repurchased, plus all accrued and unpaid interest thereon through the applicable payment date.\n\n \n\nIf such a fundamental change\nevent occurs prior to the second anniversary of the issuance date, the repurchase price will also include an additional make-whole amount\nequal to the present value of the interest payments that would otherwise have accrued on the portion of the MIG Convertible Note being\nrepurchased through the second anniversary of the issuance date, calculated in accordance with the terms of the MIG Convertible Note.\n\n \n\nThe Company will be required\nto provide notice of any such fundamental change event, and MIG will have the opportunity to elect whether to require repurchase of the\nMIG Convertible Note. MIG’s right to convert the MIG Convertible Note into shares of the Company’s Class A common stock will\ncontinue through the applicable conversion period set forth in the MIG Convertible Note.\n\n* *\n\n**Optional Prepayment;\nChange of Control Protection**\n\n \n\nThe MIG Convertible Note will\nprovide that the Company may not voluntarily prepay the MIG Convertible Note during the two-year period following the issuance date, except\nin connection with certain change of control transactions. Following such period, the Company will be able to prepay the MIG Convertible\nNote, in whole or in part, at a price equal to the outstanding principal amount of the MIG Convertible Note, including any interest that\nwill have been added to principal, plus accrued and unpaid interest through the date of prepayment, subject to MIG’s continuing\nconversion rights.\n\n \n\nIn the event of a change of\ncontrol occurring during the two-year non-call period, the Company will be able to prepay the MIG Convertible Note in lieu of MIG exercising\nits fundamental change repurchase right. In such event, the prepayment amount will equal the outstanding principal amount of the MIG Convertible\nNote, including any accrued and unpaid interest added to principal, plus accrued and unpaid interest through the prepayment date and a\nmake-whole amount representing the present value of scheduled interest payments that would otherwise accrue through the second anniversary\nof the issuance date.\n\n \n\nIn addition, during the two-year\nnon-call period, the Company will be able to elect to cash collateralize the MIG Convertible Note by depositing cash or U.S. government\nobligations with a nationally recognized financial institution in an amount sufficient to satisfy the outstanding principal amount of\nthe MIG Convertible Note and remaining scheduled interest payments through the end of such period. Upon such cash collateralization, the\nCompany will be deemed to have discharged its payment obligations under the MIG Convertible Note, while MIG’s conversion rights,\nchange of control repurchase rights and the Company’s forced conversion rights will remain outstanding.\n\n \n\n \n\n \n\n \n\n**Special Mandatory Redemption**\n\n \n\nThe MIG Convertible Note will\nprovide that, if the Regulatory Approvals are not obtained on or prior to March 31, 2027, the Company will be required to redeem the MIG\nConvertible Note on March 31, 2027. The redemption price would equal 130% of the then-outstanding principal amount of the MIG Convertible\nNote, including any accrued and unpaid interest that will have been added to principal, plus all accrued and unpaid interest thereon through,\nbut excluding, the redemption date.\n\n* *\n\n**Security**\n\n \n\nThe MIG Convertible Note\nwill be secured by a first-priority lien on the collateral pledged pursuant to a security agreement and other related security documents\nto be entered into in connection with the closing of the PIPE Transaction. The collateral initially will consist of all cryptocurrency\nmining equipment and related components owned by the Company and certain of its wholly owned subsidiaries, owned at the closing of the\nPIPE Transaction or thereafter acquired, including as of the date hereof, approximately 6,258 miners located at the Company’s facilities\nin Dresden, New York and Underwood, North Dakota, together with all proceeds, replacements, rents, profits and products thereof (excluding\ncryptocurrency mined by or on behalf of the Company and certain of its wholly owned subsidiaries). In addition, the obligations under\nthe MIG Convertible Note are expected to be secured pursuant to a pledge agreement and a deed of trust with respect to the Company’s\npowered land located in Columbus, Mississippi, each to be executed and delivered at or after the closing of the PIPE Transaction as contemplated\nby the applicable Transaction Documents (as defined below). The obligations secured by the collateral will include the outstanding principal\namount of the MIG Convertible Note, any accrued and unpaid interest (including any interest capitalized in accordance with the terms\nof the MIG Convertible Note) and all other amounts payable under the MIG Convertible Note.* *\n\n* *\n\n**Events of Default**\n\n \n\nThe MIG Convertible Note will\ncontain customary events of default, including, among others, (i) the failure by the Company to pay principal, interest or other amounts\ndue under the MIG Convertible Note when payable, (ii) the failure to satisfy conversion obligations, (iii) breaches of certain covenants\nor other obligations under the MIG Convertible Note or related transaction documents that remain uncured after applicable cure periods,\n(iv) certain bankruptcy, insolvency or similar events, (v) defaults under certain other indebtedness of the Company or its subsidiaries,\n(vi) material inaccuracies in representations and warranties under the security documents, (vii) the suspension or delisting of the Company’s\nClass A common stock from a national securities exchange, (viii) certain material judgments against the Company or its subsidiaries and\n(ix) the failure of the security documents to create or maintain valid and perfected liens on the collateral securing the MIG Convertible\nNote.\n\n \n\n**Negative Covenants**\n\n \n\nThe MIG Convertible Note will\ncontain customary negative covenants that will apply while any portion of the MIG Convertible Note remains outstanding. Without the prior\nwritten consent of MIG, the Company and its subsidiaries will be restricted from, among other things, (i) incurring additional indebtedness\nother than permitted indebtedness, (ii) granting liens on the collateral securing the MIG Convertible Note other than permitted liens,\n(iii) issuing securities or indebtedness that are senior to, or have payment, distribution or liquidation preferences superior to, the\nMIG Convertible Note, (iv) transferring or disposing of collateral or ownership interests in subsidiaries that own collateral other than\npermitted dispositions and (v) materially changing the nature of their business.\n\n \n\nIn addition, until receipt\nof the Regulatory Approvals, the Company will be prohibited, subject to certain exceptions, from issuing or agreeing to issue equity securities\nor equity-linked securities without MIG’s prior written consent. Until the Regulatory Approvals are obtained, the Company and its\nsubsidiaries will also be required to maintain minimum liquidity of at least $10.0 million, calculated based on unrestricted and unencumbered\ncash, cash equivalents and Bitcoin.\n\n** **\n\n****\n\n \n\n \n\n** **\n\n**The MIG Warrant**\n\n \n\nAt the closing of the PIPE\nTransaction, subject to the satisfaction or waiver of the applicable closing conditions, the Company will issue to MIG the MIG Warrant.\n\n \n\n**Duration and Exercise\nPrice; Exercisability**\n\n \n\nSubject to the beneficial\nownership limitation set forth below, the MIG Warrant will be exercisable immediately upon issuance at an exercise price of $1.71 per\nshare, subject to adjustment as provided therein, and will expire on the third anniversary of the issuance date.\n\n \n\nThe MIG Warrant will be exercisable,\nat the option of MIG, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full\nfor the number of shares of the Company’s Class A common stock purchased upon such exercise (except in the case of a cashless exercise\nas discussed below). Unless the Regulatory Approvals have been obtained, MIG may not exercise any portion of the MIG Warrant to the extent\nthat, after giving effect to such exercise, MIG, together with its affiliates and certain related persons whose ownership is aggregated\nwith MIG for purposes of Section 13(d) of the Exchange Act, would beneficially own more than 9.99% of the outstanding shares of the Company’s\nClass A common stock. The beneficial ownership limitation may be waived or adjusted only in accordance with the terms of the MIG Warrant.\n\n \n\n**Adjustments to Exercise\nPrice and Warrant Shares**\n\n \n\nThe MIG Warrant will contain\ncustomary adjustment provisions that provide for adjustments to the exercise price and the number of MIG Warrant Shares in connection\nwith certain corporate events, including stock dividends, stock splits, combinations, reclassifications and similar transactions involving\nthe Company’s Class A common stock. In addition, MIG will be entitled to participate, subject to applicable beneficial ownership\nlimitations, in certain pro rata distributions, rights offerings and similar transactions made available to holders of the Company’s\nClass A common stock as if MIG had exercised the MIG Warrant immediately prior to the applicable record date.\n\n   \n\n**Cashless Exercise**\n\n \n\nThe MIG Warrant will provide\nthat, if at the time of exercise there is no effective registration statement registering the resale of the MIG Warrant Shares (or the\nprospectus included therein is not available for such resale), MIG may, subject to receipt of the Regulatory Approvals, exercise the MIG\nWarrant on a cashless basis. Upon a cashless exercise, MIG would receive a number of shares of the Company’s Class A common stock\nequal to the number of shares that would otherwise be issuable upon a cash exercise multiplied by the difference between the then-current\nmarket price of the Company’s Class A common stock and the applicable exercise price, divided by such then-current market price.\nThe MIG Warrant will contain customary provisions regarding the determination of the applicable market price and exercise price for purposes\nof a cashless exercise.\n\n \n\n**Rights as a Stockholder**\n\n \n\nExcept as otherwise provided\nin the MIG Warrant or by virtue of MIG’s ownership of shares of the Company’s Class A common stock, MIG will not have the\nrights or privileges of a holder of the Company’s Class A common stock, including any voting rights, until MIG exercises the MIG\nWarrant. The MIG Warrant will provide that MIG will have the right to participate in distributions or dividends paid on shares of the\nCompany’s Class A common stock.\n\n \n\n**Fundamental Transactions**\n\n \n\nThe MIG Warrant will provide\nthat, upon the occurrence of certain fundamental transactions, including mergers, consolidations, sales of substantially all of the Company’s\nassets, tender offers, recapitalizations, reclassifications or other business combinations resulting in a change of control or similar\ntransaction, MIG will be entitled to receive, upon exercise of the MIG Warrant, the kind and amount of securities, cash or other property\nthat MIG would have received had MIG exercised the MIG Warrant immediately prior to such transaction. In addition, in connection with\ncertain fundamental transactions, including all-cash transactions, Rule 13e-3 transactions or transactions involving a successor entity\nwhose securities are not traded on a national securities exchange, MIG may elect to require the Company or its successor to purchase the\noutstanding portion of the MIG Warrant for cash at a value determined pursuant to the Black-Scholes option pricing model, subject to certain\nexceptions for transactions not within the Company’s control. The Company will also be required to cause any successor entity in\ncertain fundamental transactions to assume the Company’s obligations under the MIG Warrant.\n\n \n\n \n\n \n\n \n\n**Waivers and Amendments**\n\n \n\nOnce issued, the MIG Warrant\nmay be modified or amended or the provisions of the MIG Warrant waived with the Company’s and MIG’s written consent.\n\n \n\nThe foregoing descriptions\nof the MIG Convertible Note, the MIG Warrant, the MIG Subscription Agreement, the Atlas Subscription Agreement, the Conversant Subscription\nAgreement, the Other Subscription Agreement, the MIG Investor Rights Agreement and the Atlas Investor Rights Agreement (collectively,\nthe “Transaction Documents”) do not purport to be complete and are qualified in their entirety by reference to the full text\nof such agreements or forms of agreements, copies of which are filed as Exhibits 4.1, 4.2, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively,\nto this Current Report on Form 8-K and are incorporated herein by reference.\n\n \n\nThe Transaction Documents\ncontain customary representations, warranties and covenants made by the parties thereto solely for purposes of the applicable Transaction\nDocument and as of specified dates. Such representations, warranties and covenants were or will be made solely for the benefit of the\nparties to the applicable Transaction Document and may be subject to limitations agreed upon by such parties, including limitations with\nrespect to scope, materiality, knowledge and other qualifications. Accordingly, investors should not rely on such representations, warranties\nand covenants as characterizations of the actual state of facts or circumstances of the Company or any other party thereto. The Transaction\nDocuments are incorporated herein by reference solely to provide investors with information regarding the terms of such agreements and\nnot to provide investors with any other factual information regarding the Company, its business or the parties thereto. The Transaction\nDocuments should be read in conjunction with the disclosures contained in the Company’s reports and other filings with the SEC."}