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:
WHEREAS, 210 acquired 180,000 shares of Series A preferred stock (the Series A Preferred Stock) from Greenidge on January 29, 2021, which shares are to be automatically converted into 720,000 shares of Greenidges Class B common stock (pursuant to the terms of Greenidges Amended and Restated Certificate of Incorporation dated March 16, 2021 (Charter)) upon the date that a registration statement is declared effective by the SEC to register the shares of common stock issuable upon conversion of the Series A Preferred Stock (the Preferred Stock Conversion).
WHEREAS, shares of Greenidges Class B Common Stock (Class B Shares) are convertible into shares of Greenidges Class A Common Stock (Class A Shares) at the option of each holder pursuant to the Charter;
WHEREAS, the Parties are desirous of limiting excessive sales of Class A Shares by significant holders, and 210 is desirous of supporting Greenidge and the market for shares of Greenidges Class A Shares.
NOW THEREFORE, in consideration of the mutual promises, set forth in this Agreement, for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Conversion and Issuance Limitations.
a. 210 shall not have any right to convert class B shares and receive any portion of the 210 Shares (as defined below) to the extent that, after giving effect to any such conversion or issuance, 210, together with 210s Affiliates (as defined below) and any other persons who are or who may be deemed to be acting as a group together with 210 or any of 210s Affiliates (such persons, Attribution Parties), would beneficially own an amount of Class A Shares in excess of the Beneficial Ownership Limitation (as defined below).
b. For purposes of this Agreement, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules and regulations promulgated thereunder (collectively, the Section 13(d) Rules), and 210 acknowledges that Greenidge is not representing and shall not represent to 210 that any calculation in respect of this Agreement is in compliance with Section 13(d) Rules. 210 further acknowledges that it is solely responsible for any schedules required to be filed in accordance with the Section 13(d) Rules or reports required to be filed under Section 16 of the Exchange Act.
c. Subject to Section 1(a), the determination of (i) whether to submit a Notice of Conversion to Greenidge and (ii) what number of the 210 Shares shall be set forth on a Notice of Conversion shall be in the sole discretion of 210. The submission of a Notice of Conversion by 210 to Greenidge shall be deemed to be 210s determination that the 210 Shares included in such Notice of Conversion are convertible and issuable in accordance with Section 1(a) (in relation to other securities owned by 210 together with any Affiliates and Attribution Parties), and Greenidge shall be entitled to rely upon such determination and shall have no obligation to verify or confirm the accuracy of such determination.
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