REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of September 15, 2021, is by and between B. Riley Principal Capital, LLC, a Delaware limited liability company (the Investor), and Greenidge Generation Holdings Inc., a Delaware corporation (the Company).
A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the Purchase Agreement), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $500,000,000 in aggregate gross purchase price of newly issued shares of the Companys Class A common stock, par value $0.0001 per share (Common Stock), and (ii) the Exchange Cap (to the extent applicable under Section 3.3 of the Purchase Agreement), as provided for therein.
B. Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investor hereby agree as follows:
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
(a) Agreement shall have the meaning assigned to such term in the preamble of this Agreement
(b) Allowable Grace Period shall have the meaning assigned to such term in Section 3(p).
(c) Blue Sky Filing shall have the meaning assigned to such term in Section 6(a).
(d) Business Day means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed.
(e) Claims shall have the meaning assigned to such term in Section 6(a).