REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of January 29, 2021, by and among Greenidge Generation Holdings Inc., a Delaware corporation (the Company, which term includes the Companys predecessor, Greenidge Generation Holdings LLC, a Delaware limited liability company, which was converted into the Company pursuant to the Conversion Transaction (as defined in the Purchase Agreement (defined below)) and the investors identified on Schedule A hereto (each, including their respective successors and assigns, an Investor and collectively, the Investors).
WHEREAS, in connection with the Series A Preferred Stock Agreement by and among the parties hereto dated as of January 29, 2021 (the Purchase Agreement), the Company has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, to issue and sell to each Investor shares of its Series A Redeemable Convertible Preferred Stock, $0.0001 par value per share (the Series A Preferred Stock); and
WHEREAS, in accordance with the terms of the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the Securities Act), and applicable state securities laws.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Investors hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the respective meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms have the respective meanings set forth in this Section 1 and other terms are defined throughout this Agreement:
Commission Comments means written comments pertaining solely to Rule 415 which are received by the Company from the Commission to a filed Registration Statement, which either (i) requires the Company to limit the number of Registrable Securities which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities held by specified Holders or deem such Holders to be underwriters with respect to Registrable Securities they seek to include in such Registration Statement.
Effective Date means, as to a Registration Statement, the date on which such Registration Statement is first declared effective by the Commission.
Effectiveness Date means (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the earlier of: (i) the 210th day following the Final Closing Date and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that the initial Registration Statement will not be reviewed or is no longer subject to further review and comments; (b) with respect to any additional Registration Statements required to be filed pursuant to Section 2(a), the earlier of: (i) the 90th day following the applicable