Adit EdTech Acquisition Corp. (Form: S-4/A, Received: 02/09/2023 14:23:43)

(Signature must conform to name of holder as specified
on the face of this Warrant)

Tax Identification Number:

As filed with the Securities and Exchange Commission on February 9, 2023.

Registration No. 333-261880

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

Amendment No. 4

FORM

S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ADIT EDTECH ACQUISITION CORP.

(Exact name of Registrant as specified in its charter)


Delaware	6770	85-3477678
(State or other jurisdiction of incorporation or organization)	(Primary Standard Indust rial Classification Code Number)	(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 33

Floor

New York, New York 10105

(646)

291-6930

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

David L. Shrier

1345 Avenue of the Americas, 33

Floor

New York, New York 10105

(646)

291-6930

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Kerry S. Burke Michael Riella Covington & Burling LLP One City Center 850 10 th Street, N.W. Washington, D.C. 20001-4956 (202) 662-6000		Jack Bodner Brian K. Rosenzweig Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 841-1000		Patrick B. Costello Steven Khadavi Joseph Walsh Troutman Pepper Hamilton Sanders LLP 875 Third Avenue New York, New York 10022 (212) 704-6000

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this registration statement is declared effective and all other conditions to the transactions contemplated by the merger agreement described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2

of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act

Rule 13e-4(i)

(Cross-Border Issuer Tender Offer) ☐

Exchange Act

Rule 14d-1(d)

(Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement, of which this preliminary proxy statement/prospectus forms a part, filed with the U.S. Securities and Exchange Commission, is effective. This preliminary proxy statement/prospectus does not constitute an offer to sell or a solicitation of offers to buy these securities in any jurisdiction in which such offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION, DATED

FEBRUARY 9, 2023

PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF THE 2021, 2022 AND 2023 ANNUAL MEETINGS OF STOCKHOLDERS OF ADIT EDTECH ACQUISITION CORP.

Dear Stockholders of Adit EdTech Acquisition Corp.:

You are cordially invited to attend the special meeting in lieu of the 2021, 2022 and 2023 annual meetings (the “special meeting”) of stockholders of Adit EdTech Acquisition Corp., a Delaware corporation (“ADEX,” “we,” “our” or “us”), which will be held at , Eastern Time, on , or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals. The special meeting will be held entirely online. Stockholders may participate in the special meeting by visiting the following website: .

The board of directors of ADEX has unanimously approved the agreement and plan of merger, dated as of November 29, 2021 (the “initial merger agreement”), by and among ADEX, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX (“Merger Sub”) and Griid Holdco LLC, a Delaware limited liability company (“GRIID”), as amended by the first amendment to the merger agreement, dated December 23, 2021 (the “first amendment”) and the second amendment to the merger agreement, dated October 17, 2022 (the “second amendment”) and the third amendment to the merger agreement, dated February 8, 2023 (the “third amendment”, and the initial merger agreement as amended by the first amendment, the second amendment and the third amendment, the “merger agreement”), pursuant to which, among other things: (a) ADEX will amend and restate its certificate of incorporation (as so amended and restated, the “proposed charter”) and bylaws (as so amended and restated, the “proposed bylaws”); (b) Merger Sub will merge with and into GRIID (the “merger”), and the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the merger (“post-merger GRIID”) will continue its existence under the Limited Liability Company Act of the State of Delaware (the “DLLCA”) as a wholly owned subsidiary of ADEX; (c) the limited liability company agreement of post-merger GRIID will be amended and restated to, among other things, admit ADEX as the sole member thereof (as so amended and restated, the “A&R LLCA”); (d) at the effective time of the merger (the “effective time”), pursuant to the merger agreement, the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in post-merger GRIID; (e) at the effective time, pursuant to the merger agreement, each limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time will be converted into the right to receive such unit’s share, as determined in accordance with the merger agreement, of 58,500,000 shares of ADEX’s common stock, par value $0.0001 per share (the “updated merger consideration”). Post-merger ADEX is referred to herein as “New GRIID.” You are being asked to vote on the merger and related matters as described below.

Upon completion of the merger, we currently expect to issue (i) shares of ADEX’s common stock, par value $0.0001 per share (the “common stock”) for each Class A limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time, (ii) shares of common stock for each Class B limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time and (iii) shares of common stock for each Class C limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time, based upon certain assumptions stated in the accompanying proxy statement/prospectus and the additional assumptions that (1) Class A, Class B and Class C limited liability company membership units of post-merger GRIID are issued and outstanding immediately prior to the effective time (which amounts include the incentive units issued and outstanding immediately prior to the effective time, but not the Class B units to be issued to Blockchain Capital Solutions (US) Inc. (“Blockchain”) upon the automatic adjustment and exercise of its warrant, in accordance with the terms thereof and the terms of the merger agreement, as described elsewhere in this proxy statement/prospectus) and (2) each outstanding limited liability company membership unit is entitled to the same proportionate share of the updated merger consideration as the other units in its class. The market value of the updated merger consideration will fluctuate between the date of the accompanying proxy statement/prospectus and the completion of the merger based on the price of our common stock. As described in further detail below, shares of our common stock are listed on the New York Stock Exchange (the “NYSE”) under the symbol “ADEX.” However, the trading of our common stock, units and warrants was halted by the NYSE on February 7, 2023. We have applied to

transfer the listing of our common stock, units and warrants from the NYSE to NYSE American. The information contained in the accompanying proxy statement/prospectus assumes that our securities are approved for listing on NYSE American. See “Risk Factors—Risks Related to ADEX and the Merger—There can be no assurance that we will be able to transfer the listing of our securities to the NYSE American or that we will be able to comply with the continued listing standards of the NYSE, the NYSE American, or any other exchange on which our securities may be listed in the future.” for more information. The following table sets forth the market value of our common stock and the implied value of the updated merger consideration per outstanding Class A, Class B and Class C limited liability company membership unit of GRIID outstanding based on such value as of November 29, 2021, the date preceding the public announcement of the merger, and as of , , the last practicable trading day prior to printing the accompanying proxy statement/prospectus, determined by multiplying the closing price of our common stock on such dates by the number of shares to be issued as merger consideration. There is no market value for GRIID limited liability company membership units, as there is no public market for such interests.


	Market Value of ADEX Common Stock		Implied Value of Merger Consideration (Per Class A Membership Unit)	Implied Value of Merger Consideration (Per Class B Membership Unit)	Implied Value of Merger Consideration (Per Class C Membership Unit)
November 29, 2021	$	9.85	$	$	$
,	$		$	$	$

Our units, common stock originally sold as part of the units, and warrants, including those originally sold as part of the units, are currently listed on the NYSE under the symbols “ADEX.U,” “ADEX” and “ADEX.WS,” respectively, and began separately trading on March 3, 2021. However, the trading of our common stock, units and warrants was halted by the NYSE on February 7, 2023. We have applied to transfer the listing of our common stock, units and warrants from the NYSE to NYSE American. The information contained in the accompanying proxy statement/prospectus assumes that our securities are approved for listing on NYSE American. See “Risk Factors—Risks Related to ADEX and the Merger—There can be no assurance that we will be able to transfer the listing of our securities to the NYSE American or that we will be able to comply with the continued listing standards of the NYSE, the NYSE American, or any other exchange on which our securities may be listed in the future.” for more information. Upon the closing of the merger (the “closing”), we intend to apply to continue the listing of our common stock and warrants on the NYSE American under the symbols “GRDI” and “GRDI.WS,” respectively. Our units will not be listed following the closing.

At the special meeting, you will be asked to consider and vote on a proposal (the “merger proposal”) to approve and adopt the merger agreement, the full form of which, including amendments, is attached to the accompanying proxy statement/prospectus as Annexes A-1, A-2, A-3, and A-4, and approve the transactions contemplated thereby.

In addition, you will be asked to consider and vote on proposals to:

•

approve and adopt, assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed charter, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which, if approved, would take effect upon the closing (the “charter amendment proposal”);

•

to approve and adopt, on a non-binding advisory basis, certain differences between ADEX’s current certificate of incorporation (as amended and restated through the date of the accompanying proxy statement/prospectus, the “current charter”) and the proposed charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as six separate sub-proposals (which we refer to, collectively, as the “advisory charter proposals”) to:

•

upon completion of the merger, increase the authorized capital stock of ADEX from 101,000,000 shares, consisting of 100,000,000 shares of common stock and 1,000,000 shares of preferred stock, to 501,000,000 shares, consisting of 500,000,000 shares of common stock and 1,000,000 shares of preferred stock;

•

provide that the board of directors of ADEX be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

•

provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon;

•

provide that any action required or permitted to be taken by the stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing and that stockholders may not call a special meeting;

•

change the stockholder vote required to amend Section 5.5 or Articles VI, VII, IX, or XII of the proposed charter from the affirmative vote of the holders of at least a majority of the outstanding common stock entitled to vote thereon to the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class; and

•

provide for certain additional changes, including, among other things, (a) changing New GRIID’s corporate name from “Adit EdTech Acquisition Corp.” to “GRIID Infrastructure Inc.” and (b) removing certain provisions related to ADEX’s status as a blank check company that will no longer apply upon consummation of the merger, all of which ADEX’s board of directors believes are necessary to adequately address the needs of New GRIID;

•

assuming the condition precedent proposals are approved and adopted, approve and adopt the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (the “incentive plan”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex E (the “incentive plan proposal”);

•

approve, assuming the other condition precedent proposals are approved and adopted, for purposes of complying with the applicable provisions of the NYSE American listing standards §713(a), the issuance of more than 20% of ADEX’s outstanding common stock in connection with the merger and, for purposes of complying with the applicable provisions of the NYSE American listing standards §713(b), the change of control of ADEX (the “NYSE American proposal” and, collectively with the merger proposal, and the charter amendment proposal, the “condition precedent proposals”);

•

approve and adopt, assuming the condition precedent proposals are approved and adopted, an amendment to the current charter in the form attached to the accompanying proxy statement/ prospectus as Annex G to remove from the current charter prior to the closing (i) the limitation on ADEX’s ability to redeem or repurchase IPO Shares in connection with the consummation of an initial business combination to the extent such redemption would result in ADEX’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (as defined below) (or any successor rule)) (“NTA”) in excess of $5 million after payment of the deferred underwriting commission (the “redemption limitation”), and (ii) the limitation that ADEX shall consummate an initial business combination following stockholder approval thereof only if the redemption limitation is not exceeded (the “NTA proposal”);

•

assuming the condition precedent proposals are approved and adopted, elect seven directors to serve terms as Class I, Class II, and Class III directors on our board of directors until the 2024, 2025, and 2026 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “director election proposal”); and

•

approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals (the “adjournment proposal”).

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which you are encouraged to read carefully. We refer to these proposals collectively as the “proposals” or the “transaction proposals.”

The Board has fixed , as the record date for the special meeting (the “record date”). Only holders of record of shares of our common stock at the close of business on the record date will be entitled to notice of and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. We are providing the accompanying proxy statement/prospectus and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Whether or not you plan to attend the special meeting in person (online), we urge you to read the accompanying proxy statement/prospectus carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 48 of the accompanying proxy statement/prospectus.

After careful consideration, our board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and determined that each of the merger proposal, the charter amendment proposal, the advisory charter proposals, the NYSE American proposal, the NTA proposal, the director election proposal, the incentive plan proposal and the adjournment proposal is in the best interests of ADEX and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals, but expresses no opinion as to whether or not holders of IPO Shares should redeem their IPO Shares.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the sections entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

On May 26, 2022, Wells Fargo Securities, LLC (“Wells Fargo”) resigned from its roles as lead placement agent, financial advisor and capital markets advisor to ADEX in connection with the merger. Wells Fargo has informed ADEX that it delivered notice of its resignation to the SEC pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), and has disclaimed any responsibility for any portion of this proxy statement/prospectus. Stockholders should not place any reliance on the participation of Wells Fargo prior to such resignation in the transactions contemplated by this proxy statement/prospectus.

Pursuant to the current charter, a holder of common stock (such shares of common stock, the “IPO Shares”) included as part of the units issued in ADEX’s initial public offering (the “IPO”) may request that ADEX redeem all or a portion of such stockholder’s IPO Shares for cash if the merger is consummated. A stockholder will be entitled to receive cash for any IPO Shares to be redeemed only if it (i) (a) holds IPO Shares or (b) holds IPO Shares as part of units and elects to separate such units into the underlying IPO Shares and warrants issued as part of such units prior to exercising such stockholder’s redemption rights with respect to the IPO Shares; and (ii) prior to , Eastern Time, on , (two business days prior to the vote at the special meeting), (a) submits a written request to Continental Stock Transfer & Trust Company, ADEX’s transfer agent (the “transfer agent”), that ADEX redeem its IPO Shares for cash and (b) delivers its IPO Shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of ADEX’s units must elect to separate the underlying IPO Shares and warrants prior to exercising redemption rights with respect to the IPO Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying IPO Shares and warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so and tender its, his or her IPO Shares to the transfer agent, through DTC.

will redeem each such IPO Share for a per share price, payable in cash, equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the merger, including interest (net of taxes payable), by (b) the number of then-outstanding IPO Shares. For illustrative purposes only, as of , , the record date, this would have equaled approximately $ per share. If a stockholder properly exercises its redemption rights, then it will be exchanging its redeemed IPO Shares for cash and will no longer own such IPO Shares. Any request to redeem IPO Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, but only with our consent, until the closing. Furthermore, if a stockholder delivers any certificate representing IPO Shares in connection with an election of its, his or her redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it, he or she may request that ADEX instruct the transfer agent to return the IPO Shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Proposal No. 1—The Merger Proposal—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your IPO Shares for cash.

Notwithstanding the foregoing, a holder of IPO Shares, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined for purposes of Section 13 of the Exchange Act (as defined below)), will be restricted from redeeming its IPO Shares with respect to more than an aggregate of 15% of our outstanding common stock, without our prior consent. Accordingly, if a stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of our outstanding common stock, then any such IPO Shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Under the merger agreement, the approval of each of the condition precedent proposals is a condition to the consummation of the merger. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The director election proposal, the NTA proposal and the incentive plan proposal are conditioned on the approval of all of the condition precedent proposals, and the adjournment proposal is not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the merger may not be consummated.

Approval of the charter amendment proposal and the NTA proposal each requires the affirmative vote of a majority of the then-outstanding shares of common stock entitled to vote at the special meeting. Approval of each of the merger proposal, the NYSE American proposal, the incentive plan proposal and the adjournment proposal requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the special meeting. Approval, on an advisory basis, of the advisory charter proposals, requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting. The election of the director nominees pursuant to the director election proposal requires the affirmative vote of the holders of a plurality of the votes cast at the meeting.

Immediately upon consummation of the merger, we expect that New GRIID will be a “controlled company” within the meaning of the NYSE American listing standards, and as a result, New GRIID will qualify for, and intends to rely on, exemptions from certain NYSE American listing standards. For more information see “Risk Factors—Risks Related to ADEX and the Merger—Because New GRIID will be a “controlled company” within the meaning of the NYSE American listing standards, New GRIID stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.”

The special meeting is currently scheduled to be held entirely online as indicated above. Stockholders of record may vote their shares electronically at the special meeting by following the instructions at . Stockholders are also urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope, or by voting online at prior to , Eastern Time, on , . To ensure your representation at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible or vote by internet. To vote online and to participate in the special meeting, an ADEX stockholder of record will need the 12-digit control number included on your

proxy card or instructions that accompanied your proxy materials. If an ADEX stockholder holds its, his or her shares in “street name,” which means its, his or her shares are held of record by a broker, bank or other nominee, such stockholder should contact its, his or her broker, bank or nominee to ensure that votes related to the shares it, he or she beneficially owns are properly counted. In this regard, such stockholder must provide the record holder of its, his or her shares with instructions. If you are a stockholder of record holding shares of common stock, you may also cast your vote in person (online) during the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person (online), obtain a proxy from your broker or bank. The special meeting webcast will begin promptly at , Eastern Time. ADEX stockholders are encouraged to access the special meeting at least 15 minutes prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote “AGAINST” each of the proposals, other than the director election proposal, presented at the special meeting. Abstentions will have no effect on the outcome of the director election proposal. Broker non-votes will not be considered present for purposes of establishing a quorum, will have the same effect as a vote “AGAINST” the charter amendment proposal and the NTA proposal, and will have no effect on the outcome of the merger proposal, the NYSE American proposal, the advisory charter proposals, the incentive plan proposal, the director election proposal, or the adjournment proposal. A stockholder’s failure to vote by proxy or to vote in person (online) at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, will have the effect as a vote “AGAINST” the charter amendment proposal and no effect on the outcome of the merger proposal, the NYSE American proposal, the advisory charter proposals, the incentive plan proposal, the director election proposal, and the adjournment proposal.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting in person (online) or not, please sign, date and return the enclosed proxy card in the envelope provided or vote online as soon as possible.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the special meeting.

If you have any questions or need assistance voting your shares, please contact Okapi Partners LLC (“Okapi”), the Company’s proxy solicitor, by calling (877) 259-6290, or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.

TO EXERCISE REDEMPTION RIGHTS, A STOCKHOLDER MUST (1) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT ITS IPO SHARES BE REDEEMED FOR CASH, AND (2) DELIVER ITS IPO SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT AND WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE MERGER IS NOT CONSUMMATED, THEN THE IPO SHARES WILL NOT BE REDEEMED FOR CASH. IF A STOCKHOLDER HOLDS ITS IPO SHARES IN STREET NAME, SUCH STOCKHOLDER WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT ITS BANK OR BROKER TO WITHDRAW THE IPO SHARES FROM ITS ACCOUNT IN ORDER TO EXERCISE ITS REDEMPTION RIGHTS. SEE “PROPOSAL NO. 1—THE MERGER PROPOSAL—REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of either of the merger agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated , and is first being mailed to ADEX stockholders on or about , .

On behalf of our board of directors, I would like to thank you for your support of Adit EdTech Acquisition Corp. and look forward to a successful completion of the merger.

By Order of the Board of Directors,

David L. Shrier

Director, President and Chief Executive Officer

NOTICE OF SPECIAL MEETING IN LIEU OF THE 2021, 2022 AND 2023 ANNUAL MEETINGS OF

STOCKHOLDERS OF ADIT EDTECH ACQUISITION CORP.

To Be Held On ,

To the Stockholders of Adit EdTech Acquisition Corp:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021, 2022 and 2023 annual meetings (the “special meeting”) of stockholders of Adit EdTech Acquisition Corp., a Delaware corporation (“ADEX,” “we,” “our” or “us”), will be held on , at , Eastern Time, at the following website: . The special meeting is being called for the following purposes:

•

The Merger Proposal—To consider and vote upon a proposal to approve the transactions contemplated by the merger agreement, dated as of November 29, 2021 (the “initial merger agreement”), by and among ADEX, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX (“Merger Sub”), Griid Holdco LLC, a Delaware limited liability company (“GRIID”), as amended by the first amendment to the merger agreement, dated December 23, 2021 (the “first amendment”), the second amendment to the merger agreement, dated October 17, 2022 (the “second amendment”) and the third amendment to the merger agreement, dated February 8, 2023 (the “third amendment”), and the initial merger agreement as amended by the first amendment, the second amendment and the third amendment, the “merger agreement”), pursuant to which, among other things, (a) ADEX will amend and restate its certificate of incorporation (as so amended and restated, the “proposed charter”) and bylaws; (b) Merger Sub will merge with and into GRIID (the “merger”), and the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the merger (“post-merger GRIID”) will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of ADEX; (c) the limited liability company agreement of post-merger GRIID will be amended and restated to, among other things, admit ADEX as the sole member thereof; (d) at the effective time of the merger (the “effective time”), pursuant to the merger agreement, the limited liability company interests of Merger Sub will be converted into an equivalent limited liability company membership interest in post-merger GRIID; (e) at the effective time, pursuant to the merger agreement, each limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time will be converted into the right to receive such unit’s share, as determined in accordance with the merger agreement, of 58,500,000 shares of ADEX’s common stock (our or the “common stock”), par value $0.0001 per share (the “merger proposal”). Post-merger ADEX is referred to herein as “New GRIID.” A copy of the merger agreement is attached to the accompanying proxy statement/prospectus as Annex A-1 and copies of the first and second amendments thereto are attached to the accompanying proxy statement/prospectus as Annexes A-2 and A-3, respectively.

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The Charter Amendment Proposal—To consider and vote upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed charter, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which, if approved, would take effect upon the closing (the “charter amendment proposal”)

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The Advisory Charter Proposals—To consider and vote upon a proposal to approve, on a non-binding advisory basis, certain differences between ADEX’s current certificate of incorporation (as amended and restated through the date of the accompanying proxy statement/prospectus, the “current charter”) and the proposed charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as six separate sub-proposals (which we refer to, collectively, as the “advisory charter proposals”):

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provide that the board of directors of ADEX be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

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provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon;

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The Incentive Plan Proposal—To consider and vote upon a proposal to approve and adopt, assuming the condition precedent proposals are approved and adopted, the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (the “incentive plan”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex E (the “incentive plan proposal”);

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The NYSE American Proposal—To consider and vote upon a proposal to approve, assuming the other condition precedent proposals are approved and adopted, for purposes of complying with applicable provisions of the NYSE American listing standards §713(a), the issuance of more than 20% of ADEX’s outstanding common stock, par value $0.0001 per share (the “common stock”) in connection with the merger and, for purposes of complying with the applicable provisions of the NYSE American listing standards §713(b), the change of control of ADEX (the “NYSE American proposal” and, collectively with the merger proposal, and the charter amendment proposal, the “condition precedent proposals”);

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The NTA Proposal—To consider and vote on a proposal to approve and adopt, assuming the condition precedent proposals are approved and adopted, an amendment to the current charter in the form attached to the accompanying proxy statement/ prospectus as Annex G to remove from the current charter prior to the closing (i) the limitation on ADEX’s ability to redeem or repurchase IPO Shares in connection with the consummation of an initial business combination to the extent such redemption would result in ADEX’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (as defined below) (or any successor rule)) (“NTA”) in excess of $5 million after payment of the deferred underwriting commission (the “redemption limitation”), and (ii) the limitation that ADEX shall consummate an initial business combination following stockholder approval thereof only if the redemption limitation is not exceeded (the “NTA proposal”);

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The Director Election Proposal—To consider and vote upon a proposal to elect, assuming the condition precedent proposals are approved and adopted, seven directors to serve terms as Class I, Class II, and Class III directors on our board of directors until the 2024, 2025, and 2026 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “director election proposal”); and

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The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which you are encouraged to review carefully.

ADEX’s board of directors has fixed , as the record date for the special meeting (the “record date”). Only holders of record of shares of the common stock at the close of business on the record date are entitled to notice of and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. The special meeting will be held entirely online. Stockholders may participate in the special meeting by visiting the following website: .

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournment or postponement of the special meeting. Whether or not you plan to attend the special meeting in person (online), you are urged to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, ADEX’s board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and determined that each of the merger proposal, the charter amendment proposal, the advisory charter proposals, the NYSE American proposal, the NTA proposal the director election proposal, the incentive plan proposal, the adjournment proposal is in the best interests of ADEX and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals, but expresses no opinion as to whether or not holders of IPO Shares should redeem their IPO Shares.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the transaction proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” and “Beneficial Ownership of Securities” in the proxy statement/prospectus for a further discussion of these interests.

On May 26, 2022, Wells Fargo Securities, LLC (“Wells Fargo”) resigned from its roles as financial advisor, capital markets advisor and lead placement agent to ADEX in connection with the merger. Wells Fargo has informed ADEX that it delivered notice of its resignation to the SEC pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended, and has disclaimed any responsibility for any portion of this proxy statement/prospectus. Stockholders should not place any reliance on the participation of Wells Fargo prior to such resignation in the transactions contemplated by this proxy statement/prospectus.

Pursuant to the current charter, a holder of shares of common stock (such shares of common stock, the “IPO Shares”) included as part of units issued in ADEX’s initial public offering may request that ADEX redeem all or a portion of such stockholder’s IPO Shares for cash if the merger is consummated. A stockholder will be entitled to receive cash for any IPO Shares to be redeemed only if it (i) (a) holds IPO Shares or (b) holds IPO Shares as part of units and elects to separate such units into the underlying IPO Shares and warrants issued as part of such units prior to exercising their redemption rights with respect to the IPO Shares; and (ii) prior to , Eastern Time, on , (two business days prior to the vote at the special meeting), (a) submits a written request to Continental Stock Transfer & Trust Company, ADEX’s transfer agent (the “transfer agent”), that ADEX redeem its IPO Shares for cash and (b) delivers its IPO Shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Stockholders may elect to redeem all or a portion of their IPO Shares even if they vote for the merger proposal. If the merger is not consummated, the IPO Shares will not be redeemed for cash. If a stockholder properly exercises its right to redeem its IPO Shares and timely delivers its IPO Shares to the transfer agent, we will redeem each such IPO Share for a per share price, payable in cash, equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the merger, including interest (net of taxes payable), by (b) the number of then-issued and outstanding IPO Shares. For illustrative purposes only, as of , the record date, this would have equaled approximately $ per share. If a stockholder properly exercises its, his or her redemption rights, then it, he or she will be exchanging its, his or her redeemed IPO Shares for cash and will no longer own such IPO Shares. Any request to redeem IPO Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, but only with our consent, until the closing. Furthermore, if a holder delivers any certificate representing IPO Shares in connection with an election of its, his or her redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it, he or she may request that ADEX instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Proposal No. 1—The Merger Proposal—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your IPO Shares for cash.

Notwithstanding the foregoing, a holder of shares, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined for purposes of Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of our outstanding common stock, without our prior consent. Accordingly, if a stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of our outstanding common stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

We will pay the redemption price to stockholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the special meeting and payment of the redemption price.

The closing is conditioned on, among other things, the approval of the condition precedent proposals, the director election proposal, and the incentive plan proposal at the special meeting.

We urge you to read the proxy statement/prospectus (including the annexes thereto) accompanying this notice carefully for a more complete description of the merger and related transactions and each of the proposals. If you have any questions or need assistance voting your shares, please contact our proxy solicitor, Okapi Partners LLC, by telephone at (877) 259-6290 (banks and brokers call collect at (212) 297-0720) or via email at info@okapipartners.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors,

David L. Shrier

Director, President and Chief Executive Officer

TABLE OF CONTENTS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION PROPOSALS FOR ADEX STOCKHOLDERS			5

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			26

RISK FACTORS			48

SPECIAL MEETING OF ADEX STOCKHOLDERS			116

PROPOSAL NO. 1—THE MERGER PROPOSAL			122

PROPOSAL NO. 2—THE CHARTER AMENDMENT PROPOSAL			165

PROPOSAL NO. 3—THE ADVISORY CHARTER PROPOSALS			167

PROPOSAL NO. 4—THE NYSE AMERICAN PROPOSAL			170

PROPOSAL NO. 5—THE NTA PROPOSAL			171

PROPOSAL NO. 6—THE INCENTIVE PLAN PROPOSAL			174

PROPOSAL NO. 7—DIRECTOR ELECTION PROPOSAL			184

PROPOSAL NO. 8—THE ADJOURNMENT PROPOSAL			185

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			186

INFORMATION ABOUT ADEX			198

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ADEX			208

INFORMATION ABOUT GRIID			215

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GRIID			231

MARKET, INDUSTRY, OTHER DATA AND CERTAIN KEY METRICS			259

MANAGEMENT AFTER THE MERGER			260

EXECUTIVE COMPENSATION			269

BENEFICIAL OWNERSHIP OF SECURITIES			275

CERTAIN ADEX RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			278

CERTAIN GRIID RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			281

MARKET PRICE AND DIVIDEND INFORMATION			283

DESCRIPTION OF SECURITIES			284

APPRAISAL RIGHTS			315

STOCKHOLDER NOMINATIONS AND PROPOSALS			316

HOUSEHOLDING INFORMATION			316

WHERE YOU CAN FIND ADDITIONAL INFORMATION			318

INDEX TO FINANCIAL STATEMENTS			F-1


ANNEX A-1		MERGER AGREEMENT
ANNEX A-2		FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
ANNEX A-3		SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
ANNEX A-4		THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
ANNEX B		VOTING AGREEMENT
ANNEX C		FORM OF INVESTOR RIGHTS AGREEMENT
ANNEX D		FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
ANNEX E		GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN
ANNEX F		OPINION OF LINCOLN INTERNATIONAL LLC
ANNEX G		FORM OF AMENDMENT TO THE CURRENT CHARTER

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including, without limitation, statements under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ADEX” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID,” includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to GRIID has been provided by GRIID and its management team, and forward-looking statements include statements relating to GRIID’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

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our ability to complete the merger, or, if we do not consummate the merger, any other business combination;

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the benefits of the merger;

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the amount of redemptions of IPO Shares by holders of such IPO Shares;

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the future financial performance of the combined company following the merger;

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our success in retaining or recruiting, our officers, key employees, directors or industry advisors following the merger;

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our public securities’ potential liquidity and trading;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties; or

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our financial performance following the merger

The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

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the inability to complete the merger due to the failure to obtain the approval of ADEX’s stockholders, regulatory approvals, or satisfy the other conditions to closing in the merger agreement;

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the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

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our success in retaining or recruiting, our officers, key employees, directors or industry advisors following the merger;

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our directors, industry advisors and management team members allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the merger;

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the outcome of any legal proceedings that may be instituted against us, GRIID, their affiliates or their respective directors and officers following announcement of the merger;

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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changes adversely affecting the business in which GRIID is engaged;

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the trust account not being subject to claims of third parties;

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fluctuations in GRIID’s revenue and operating results;

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the uncertainty of the projected financial information with respect to GRIID;

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the fact that the terms of its credit agreement restrict GRIID’s current and future operations, particularly its ability to take certain actions;

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the fact that GRIID’s business is highly dependent on a small number of bitcoin mining equipment suppliers;

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GRIID’s reliance on third parties, including utility providers, for the reliable and sufficient supply of electrical power to its infrastructure;

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GRIID’s ability to obtain and maintain access to its targets of carbon-free power supply;

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the ability of GRIID to execute its business model, including market acceptance of bitcoin;

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the risks relating to GRIID’s status as an early-stage company with a history of operating losses;

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our financial performance following the merger; or

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other factors detailed under the section entitled “Risk Factors” herein.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We and GRIID undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements in deciding how to grant your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus references important business and financial information about ADEX and GRIID from documents that are not included in or delivered with this proxy statement/prospectus but are contained in the annexes to this proxy statement/prospectus and exhibits to the registration statement on Form S-4 of which this proxy statement/prospectus forms a part. See the section entitled “Where You Can Find Additional Information.”

ADEX is subject to the information and periodic reporting requirements of Section 13(a) and Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and files annual, quarterly and current reports with the SEC. Upon the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part and following completion of the transaction, New GRIID will continue to be subject to these requirements. You will be able to obtain ADEX’s SEC filings, including the registration statement and this proxy statement/prospectus, free of charge at the SEC’s website at http://www.sec.gov. These documents are also available at ADEX’s website at http://www.aditedtech.com under the heading “SEC Filings.” The references to these websites are inactive textual references only, and the information provided on the SEC’s and ADEX’s website is not a part of this proxy statement/prospectus and therefore is not incorporated by reference into this proxy statement/prospectus.

GRIID does not have a class of securities registered under Section 12 of the Exchange Act or listed on a public exchange, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents or reports with the SEC.

You can obtain documents referenced in this proxy statement/prospectus at no cost by requesting them in writing or by telephone from ADEX:

John D’Agostino

Adit EdTech Acquisition Corp.

1345 Avenue of the Americas, 33^rd Floor

New York, NY 10105

Telephone: (646) 291-6930

Email: dagostino@aditedtech.com

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitation agent at the following address and telephone number:

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, NY 10036

Telephone: (877) 259-6290

(banks and brokers call collect at (212) 297-0720)

Email: info@okapipartners.com

These documents are available without charge upon written or oral request. If you would like to request any documents, please do so no later than five business days prior to the date of the special meeting in order to receive them before the special meeting.

No one has been authorized to provide you with any information that is different from that contained in this proxy statement/prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This proxy statement/prospectus may be used only for the purpose for which it has been prepared. This proxy statement/prospectus is dated , , and you should assume that the information in this proxy statement/prospectus is accurate only as of such date or such other date as is specified. Neither the mailing of this proxy statement/prospectus to the GRIID members nor the issuance by ADEX of common stock in connection with the merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding ADEX has been provided by ADEX, and information contained in this proxy statement/prospectus regarding GRIID has been provided by GRIID.

Except where otherwise specified, the interests of stockholders of New GRIID set forth in this proxy statement/prospectus are based on the capitalization of ADEX and GRIID as of September 30, 2022 and (w) assume that (i) none of ADEX’s existing stockholders purchase or sell shares of common stock in the open market and (ii) there are no other issuances of equity interests of ADEX, (x) do not take into account the 7,270,000 private placement warrants issued in a private placement that occurred at the consummation of the IPO (the “private placement warrants”) or the 13,800,000 public warrants issued as part of the units in our initial public offering (“IPO warrants”) that will be outstanding upon the closing and may be exercised thereafter, (y) do not take into account warrants issued to GEM Yield Bahamas Limited (“GYBL”) prior to, at or after the closing, which may be exercised after closing, or exercises thereof, nor the issuance of Class B units of GRIID to Blockchain upon the automatic adjustment and exercise of the warrant issued to Blockchain, in accordance with the terms thereof and (z) do not take into account the issuance of warrants to Adit EdTech Sponsor, LLC (the “sponsor”) upon conversion of outstanding borrowings under a promissory note issued by the sponsor to ADEX (the “promissory note”) prior to the IPO.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION PROPOSALS FOR ADEX STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including proposals relating to the merger. The following questions and answers do not include all of the information that is important to ADEX stockholders. We urge ADEX stockholders to read carefully the remainder of this proxy statement/prospectus, including the annexes included herein.

Q: Why am I receiving this proxy statement/prospectus?

A: This proxy statement/prospectus and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by ADEX’s board of directors for use at the special meeting to be held virtually at on , at , Eastern Time. Stockholders may also attend the special meeting in listen-only mode by dialing (toll-free within the U.S. and Canada) and (outside of the U.S. and Canada), Conference ID: , but will not be able to vote shares or ask questions during the special meeting. This proxy statement/prospectus summarizes some of the information that you need to make an informed decision on the proposals to be considered at the special meeting.

ADEX stockholders are being asked to consider and vote upon, among other things, a proposal to approve the transactions contemplated by the merger agreement. The merger agreement provides, subject to the terms and conditions contained therein, that ADEX’s wholly owned direct subsidiary, Merger Sub, will merge with and into GRIID, and the separate limited liability company existence of Merger Sub will cease and post-merger GRIID, the surviving company of the merger, will continue its existence as a wholly owned subsidiary of ADEX. Stockholder approval of the merger agreement and the transactions contemplated thereby is required by the merger agreement and the existing organizational documents, as well as to comply with state and federal law and NYSE American listing standards §713(a) and §713(b).

A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A-1, and copies of the first amendment, second amendment and third amendment to the merger agreement are attached to this proxy statement/prospectus as Annexes A-2, A-3 and A-4, respectively. This proxy statement/prospectus and its annexes contain important information about the merger and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

In connection with the merger, ADEX’s existing organizational documents will be replaced by the proposed organizational documents. The provisions of the proposed organizational documents will differ materially from those of the existing organizational documents. Please see “Questions and Answers About the Transaction Proposals For ADEX Stockholders—What amendments will be made to the existing organizational documents of ADEX?” below.

This document is a proxy statement because ADEX’s board of directors is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because ADEX, in connection with the merger, is offering shares of its common stock as merger consideration. See the section entitled “Proposal No. 1—The Merger Proposal.”

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON (ONLINE), YOU ARE ENCOURAGED TO COMPLETE AND RETURN YOUR PROXY CARD OR VOTE ONLINE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES.

Q: Why is ADEX proposing the merger?

A: ADEX was incorporated to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On December 23, 2022, ADEX obtained stockholder approval to allow ADEX to extend the time by which it must complete its initial business combination up to six times at the election of the board of directors for an additional one month each time for a maximum of six one-month extensions. In connection with the approval of extension, the holders of 25,132,578 IPO Shares exercised their right to redeem such shares for a pro rata portion of the funds then on deposit in the trust account for approximately $253.6 million (approximately $10.09 per share). After giving effect to such redemptions, there are 2,467,422 IPO Shares outstanding and there is approximately $25 million left in the trust account.

GRIID is a Delaware limited liability company. GRIID is an emerging American infrastructure company in the bitcoin mining sector that employs a vertically integrated self-mining strategy to develop and operate U.S.-based mining facilities that generate bitcoin. GRIID’s current business plan does not include the expansion of its mining operations to include digital assets other than bitcoin, or any other activities with, or the holding of, any cryptocurrencies other than bitcoin, and GRIID does not anticipate any changes to its business plan for the foreseeable future. Please see the section entitled “Information about GRIID” for more information about GRIID’s business.

For more information, see the section entitled “Proposal No. 1—The Merger Proposal—ADEX’s Board of Directors’ Reasons for Approval of the Merger.”

Q: What is being voted on at the special meeting?

A: At the special meeting, you will be asked to consider and vote on a proposal to approve and adopt the merger agreement, the full form of which, including amendments, is attached to this proxy statement/prospectus as Annexes A-1, A-2, and A-3, and approve the transactions contemplated thereby.

In addition, you will be asked to consider and vote on proposals to:

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approve and adopt, assuming the other condition precedent proposals are approved and adopted, the proposed charter, a copy of which is attached to this proxy statement/prospectus as Annex D, which, if approved, would take effect upon the closing;

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approve and adopt, on a non-binding advisory basis, certain differences between the current charter and the proposed charter, which are being presented in accordance with the requirements of the SEC as six separate sub-proposals to:

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provide that the board of directors of ADEX be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

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provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon;

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assuming the condition precedent proposals are approved and adopted, approve and adopt the incentive plan, substantially in the form attached to this proxy statement/prospectus as Annex E;

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assuming the condition precedent proposals are approved and adopted, approve and adopt an amendment to the current charter in the form attached to this proxy statement/ prospectus as Annex G to remove from the current charter prior to the closing (i) the limitation on ADEX’s ability to redeem or repurchase IPO Shares in connection with the consummation of an initial business combination to the extent such redemption would result in ADEX’s failure to have NTA in excess of $5 million after payment of the deferred underwriting commission, and (ii) the limitation that ADEX shall consummate an initial business combination following stockholder approval thereof only if the redemption limitation is not exceeded;

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assuming the condition precedent proposals are approved and adopted, elect seven directors to serve terms as Class I, Class II, and Class III directors on our board of directors until the 2024, 2025 and 2026 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal; and

•

After careful consideration, ADEX’s board of directors has determined that each of the proposals are in the best interests of ADEX and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals, but expresses no opinion as to whether holders of IPO Shares should redeem their IPO Shares.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the transaction proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” and “Beneficial Ownership of Securities” for a further discussion of these interests.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO COMPLETE AND RETURN THEIR PROXY CARDS OR VOTE ONLINE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ANNEXES.

Q: Why is ADEX providing stockholders with the opportunity to vote on the merger?

A: Under our existing organizational documents, we must provide all holders of IPO Shares with the opportunity to have such IPO Shares redeemed upon the consummation of an initial business combination approved by ADEX’s board of directors. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their IPO Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the merger proposal

in order to allow our stockholders to effectuate redemptions of their IPO Shares in connection with the closing. The approval of our stockholders of the merger agreement and the approval of the other condition precedent proposals, the director election proposal, and the incentive plan proposal are also conditions to closing in the merger agreement.

Q: What will happen in the merger?

A: Pursuant to the merger agreement, and subject to the terms and conditions contained therein, at the closing of the merger, Merger Sub will merge with and into GRIID, with GRIID surviving the merger. After giving effect to the merger, GRIID will become a wholly owned subsidiary of New GRIID. Please see the section entitled “Proposal No. 1—The Merger Proposal” for more information.

If the merger proposal is approved, we intend to use a portion of the funds then on deposit in the trust account to pay (a) our aggregate costs, fees and expenses in connection with the consummation of the merger, (b) the deferred underwriting commission of approximately $6.8 million from our IPO and (c) the holders of our IPO Shares who exercise redemption rights with respect to such IPO Shares. The remaining balance in the trust account is expected to be used for working capital and general corporate purposes of New GRIID. Please see the section entitled “Proposal No. 1—The Merger Proposal” for more information.

Q: Will the management of ADEX and GRIID change following the merger?

A: The business and affairs of New GRIID will be managed under the direction of its board of directors. Following the closing, New GRIID’s board will include seven directors, four of whom are expected to be nominated by GRIID and three of whom are expected to be nominated by ADEX. At least four of the seven directors are expected to be independent such that a majority of the board of directors is independent. Subject to the terms of the proposed organizational documents, the number of directors will be fixed by New GRIID’s board of directors. Please see the section entitled “Management After the Merger” for more information.

Q: What is the form of consideration that the GRIID equity holders will receive in return for the acquisition of GRIID by ADEX?

A: Upon the closing, the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in post-merger GRIID and each outstanding limited liability company membership unit of GRIID will be converted into the right to receive such unit’s share, as determined in accordance with the merger agreement, of 58,500,000 shares of ADEX’s common stock.

Q: What are the U.S. federal income tax consequences of the merger to U.S. members of GRIID?

A: The tax consequences of the merger to U.S. members of GRIID will not be known until the closing of the merger because the treatment of the merger for U.S. federal income tax purposes will depend on the percentage of ADEX common stock owned by GRIID members after their exchange of their limited liability company membership units of GRIID for ADEX common stock. As a result of the redemption of 25,132,578 IPO Shares in connection with the extension meeting (as defined below), the GRIID members that exchange their limited liability company membership units of GRIID for ADEX common stock will own, immediately after the merger, 80% or more of the stock of ADEX, under Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”), the merger should be treated for U.S. federal income tax purposes as a tax-free exchange, so long as certain additional conditions are also satisfied by GRIID and ADEX. We refer to the tax-free treatment under Section 351(a) of the Code as the “intended tax treatment”.

If the merger qualifies as a tax-free transaction pursuant to Section 351(a) of the Code, subject to the limitations and qualifications described in “Certain U.S. Federal Income Tax Considerations,” a GRIID member who exchanges units of GRIID for ADEX common stock in the merger will not recognize taxable gain on the exchange except to the extent that the amount of liabilities of GRIID allocated to such GRIID member exceeds the adjusted tax basis in such member’s GRIID units, as discussed in more detail in “Certain U.S. Federal Income Tax Considerations” below.

If the GRIID members that exchange their limited liability company membership units of GRIID for ADEX common stock were to own, immediately after the merger, less than 80% of the common stock of ADEX, then the exchange should be treated for U.S. federal income tax purposes as a taxable exchange in which the exchanging GRIID members recognize gain or loss. If that were the case, a GRIID member generally would recognize gain or loss in an amount equal to the difference between (1) the fair market value of the shares of ADEX common stock received in the merger by the member plus such member’s share of the liabilities of GRIID and (2) the member’s adjusted tax basis in the GRIID units exchanged. See “Certain U.S. Federal Income Tax Considerations,” for more information.

The completion of the merger is not conditioned on the merger qualifying for the intended tax treatment, or upon the receipt of an opinion from counsel to that effect, or the receipt of a ruling from the Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the merger.

The tax consequences of the merger to any particular ADEX stockholder or GRIID member will depend on that stockholder’s or member’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.

Q: How were the transaction structure and consideration for the merger determined?

A: The merger was the result of an extensive search for a potential transaction utilizing the global network and investing and operating experience of ADEX’s management team and board of directors. The terms of the merger were the result of extensive negotiations between ADEX and GRIID. Please see the section entitled “Proposal No. 1—The Merger Proposal—Background of the Merger” for more information. At the closing, GRIID members will own approximately 89.4% of the interest in New GRIID in the maximum redemption scenario.

Q: What are the potential impacts on the merger resulting from the resignation of Wells Fargo?

A: On May 26, 2022, Wells Fargo resigned from its roles as financial advisor, capital markets advisor and lead placement agent to ADEX in connection with the merger and waived all rights to any fees and compensation in connection with such roles. All fees and compensation payable to Wells Fargo as financial advisor and capital markets advisor were contingent upon the closing of the merger and Wells Fargo did not receive any fees in connection with its role as lead placement agent as a private placement transaction was not consummated. See “Summary—Wells Fargo’s Resignation as Lead Placement Agent, Capital Markets Advisor and Financial Advisor.”

Wells Fargo has informed ADEX that it delivered notice of its resignation to the SEC pursuant to Section 11(b)(1) of the Securities Act, and has disclaimed any responsibility for any portion of this proxy statement/prospectus. Stockholders should not place any reliance on the participation of Wells Fargo prior to such resignation in the transactions contemplated by this proxy statement/prospectus.

Q: What conditions must be satisfied to complete the merger?

A: There are a number of closing conditions in the merger agreement, including the approval by our stockholders of the transaction proposals (other than the Adjournment Proposal) as well as certain regulatory approvals. For a summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement—Conditions to Closing of the Merger.”

Q: What equity stake will current ADEX stockholders, GRIID equity holders and the sponsor, officers and directors hold in New GRIID following the consummation of the merger?

A: It is anticipated that, upon completion of the merger and related transactions, the ownership of New GRIID by the sponsor and independent directors and industry advisors who received shares of common stock issued prior to our initial public offering (collectively, the “initial stockholders”), holders of IPO Shares, and holders of limited liability company membership interests of GRIID immediately prior to the closing (such holders,

including holders of interests granted after the date of the merger agreement and prior to the closing, the “pre-merger GRIID equity holders”) will be as follows:

•

The holders of IPO Shares would own 2,467,422 shares of common stock, representing 3.6% of New GRIID’s total outstanding shares of common stock;

•

The initial stockholders would own 6,900,000 shares of common stock, representing 10.2% of New GRIID’s total outstanding shares of common stock, of which 6,832,500 shares of common stock, representing 10.1% of New GRIID’s total outstanding shares of common stock, would be held by the sponsor; and

•

The pre-merger GRIID equity holders (including Blockchain, Endeavor and Mr. Alleyne, following the automatic adjustment and exercise of the Blockchain warrant and the assumed exercise of the Endeavor and Alleyne warrants immediately prior to the closing) would own 58,500,000 shares of common stock, representing 86.2% of New GRIID’s total outstanding shares of common stock.

The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter, other than the Blockchain, Endeavor and Alleyne warrants, and assume no further redemptions of IPO Shares. If the actual facts are different than these assumptions, the percentage ownership retained by ADEX’s existing stockholders in New GRIID following the merger will be different. For example, if we assume that all 13,800,000 IPO warrants and 7,270,000 private placement warrants were exercisable and exercised following completion of the merger and related transactions and no further redemptions of IPO Shares, then the ownership of ADEX by holders of our IPO Shares, the initial stockholders, and the pre-merger GRIID equity holders will be as follows:

•

The holders of our IPO Shares would own 16,267,422 shares of common stock, representing 18.3% of New GRIID’s total outstanding shares of common stock;

•

The initial stockholders would own 14,170,000 shares of common stock, representing 15.9% of New GRIID’s total outstanding shares of common stock, of which 14,102,500 shares of common stock, representing 15.8% of New GRIID’s total outstanding shares of common stock, would be held by the sponsor; and

•

The pre-merger GRIID equity holders (including Blockchain, Endeavor and Mr. Alleyne, following the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants immediately prior to the closing) would own 58,500,000 shares of common stock, representing 65.8% of New GRIID’s total outstanding shares of common stock.

The preceding descriptions of the ownership of ADEX’s securities are stated as of the date of filing of this proxy statement/prospectus. The preceding descriptions do not take into account any transactions that may be entered into after the date hereof, including any stockholder redemptions, issuances of warrants to GEM or to the sponsor upon conversion of borrowings under the promissory note into warrants, other than the automatic adjustment and exercise of the Blockchain warrant and the assumed exercise of the Endeavor and Alleyne warrants upon the closing. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q: What is the impact on relative stock ownership if a substantial number of holders of IPO Shares vote in favor of the merger proposal but exercise their redemption rights?

A: Holders of IPO Shares are not required to vote “AGAINST” the merger in order to exercise redemption rights with respect to any of their IPO Shares. Accordingly, the merger may be consummated even though the funds available from the trust account and the number of IPO Shares are reduced as a result of redemptions by holders of IPO Shares.

If a holder of IPO Shares exercises its, his or her redemption rights with respect to any of its, his or her IPO Shares, such exercise will not result in the loss of any warrants that such stockholder may hold. We cannot

predict the ultimate value of the warrants following the consummation of the merger, but assuming that 100% of the 2,467,422 shares of common stock held by holders of IPO Shares were redeemed, the 13,800,000 retained outstanding IPO warrants would have an aggregate value of $ , based on the price per IPO warrant of $ on , , the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, on , , the most recent practicable date prior to the date of this proxy statement/prospectus, the closing sale price per share of common stock was $ .

In each of the no further redemption, half-redemption and maximum redemption scenarios described below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of New GRIID following the merger, assuming no exercise of outstanding warrants, would be (a) $ in the no further redemption scenario, (b) $ in the half redemption scenario and (c) $ in the maximum redemption scenario. Additionally, the sensitivity table below sets forth (x) the potential additional dilutive impact of warrant exercises in each redemption scenario and (y) the effective underwriting fee incurred in connection with the IPO in each redemption scenario (all of which underwriting fees are contingent upon the closing of the merger). Also, the sensitivity table below sets forth the ownership of each group listed below assuming all IPO warrants and private placement warrants are exercisable and exercised following the completion of the merger and the underlying shares of common stock remain held by the holders of such warrants.

Finally, the table below reflects the issuance of shares of New GRIID common stock to Blockchain, Endeavor, and Mr. Alleyne upon the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants immediately prior to the closing. The Blockchain warrant will be automatically exercised for an exercise price of $0.01 into a number of GRIID Class B units to be equal to 10% of the issued and outstanding capital stock of New GRIID immediately following the closing, which amounts to Class B units exchangeable in the merger for 6,786,742 shares of ADEX’s common stock in the no further redemption scenario, 6,663,371 shares of ADEX’s common stock in the half redemption scenario and 6,540,000 shares of ADEX’s common stock in the maximum redemption scenario.

Holders of GRIID Class B units are entitled to a fixed portion of the updated merger consideration; therefore, the issuance of such Class B units to Blockchain, Endeavor, and Mr. Alleyne will reduce the number of shares of New GRIID common stock otherwise issuable to the other holders of GRIID Class B units in the merger. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID” for further discussion of the Blockchain, Endeavor and Mr. Alleyne warrants.


	No Further Redemption Scenario		% of Total		Half Redemption Scenario		% of Total		Maximum Redemption Scenario		% of Total
Holders⁽¹⁾
Holders of IPO Shares		2,467,422		3.6%		1,233,711		1.9%		0		0.0%
Initial stockholders		6,900,000		10.2%		6,900,000		10.4%		6,900,000		10.6%
Pre-merger GRIID holders		58,500,000		86.2%		58,500,000		87.8%		58,500,000		89.4%
Pre-merger GRIID Class A unitholders		7,583,343		11.1%		7,603,685		11.4%		7,624,028		11.7%
Pre-merger GRIID Class B unitholders⁽²⁾		40,967,484		60.4%		40,917,914		61.4%		40,868,344		62.5%
Pre-merger GRIID Class C unitholders		9,949,173		14.7%		9,978,401		15.0%		10,007,628		15.3%

Total shares outstanding excluding warrants		67,867,422		100.0%		66,633,711		100.0%		65,400,000		100.0%

Total equity value post-redemptions ($ in millions)		$679				$779				$654
Per share value		$10.00				$10.00				$10.00
Warrant dilution⁽³⁾⁽⁴⁾
IPO warrants		13,800,000		14.8%		13,800,000		17.4%		13,800,000		21.1%
Private placement warrants		7,270,000		7.8%		7,270,000		9.2%		7,270,000		11.1%
Holdings upon exercise of warrants⁽³⁾⁽⁴⁾
Holders of IPO Shares		16,267,422		18.3%		15,033,711		17.2%		13,800,000		16.0%
Initial stockholders		14,170,000		15.9%		14,170,000		16.2%		14,170,000		16.4%
Pre-merger GRIID holders		58,500,000		65.8%		58,500,000		66.8%		58,500,000		67.7%
Pre-merger GRIID Class A unitholders		7,583,343		11.1%		7,603,685		11.4%		7,624,028		11.7%
Pre-merger GRIID Class B unitholders		40,967,484		60.4%		40,917,914		61.4%		40,868,344		62.5%
Pre-merger GRIID Class C unitholders		9,949,173		14.7%		9,978,401		15.0%		10,007,628		15.3%

Total shares outstanding upon exercise of warrants		88,937,422		100.0%		87,523,711		100.0%		86,470,000		100.0%


	No Redemption Scenario		% of Trust Account		Half Redemption Scenario		% of Trust Account		Maximum Redemption Scenario		% of Trust Account
Effective underwriting fee	$	6,762,000		%	$	6,762,000		%	$	6,762,000		%

(1)

Does not include shares to be issued to GYBL under the share purchase agreement (the “GEM Share Purchase Agreement”) entered into among ADEX, Griid Infrastructure LLC, GEM Global Yield LLC SCS (“GEM”) and GYBL. New GRIID is obligated to pay GYBL a commitment fee of $4 million, payable in cash or shares, at New GRIID’s election.

(2)

Includes the shares of ADEX common stock that will be issued to Blockchain following the automatic adjustment and exercise of the Blockchain warrant into a number of GRIID Class B units to be equal to 10% of the issued and outstanding capital stock of New GRIID immediately following the closing, which amounts to Class B units exchangeable in the merger for 67,867,422 shares of ADEX’s common stock in the no further redemption scenario, 66,633,711 shares of ADEX’s common stock in the half redemption scenario and 6,540,000 shares of ADEX’s common stock in the maximum redemption scenario. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID” for further information regarding the Blockchain warrant.

(3)	Does not separately present the exercise of the outstanding Blockchain, Endeavor and Mr. Alleyne warrants, because such exercise is automatic upon closing and reflected separately in this table. See “Management’s

Discussion and Analysis of Financial Condition and Results of Operations of GRIID” for further discussion of the Blockchain warrant, Endeavor warrant, and Mr. Alleyne warrant.

(4)	Does not include the warrant New GRIID would be obligated to issue to GYBL upon the closing, exercisable for the number of New GRIID shares equal to 2% of the outstanding equity interests in New GRIID immediately following the closing.

If you are a holder of IPO Shares and you exercise your redemption rights, it will not result in the loss of any warrants that you may hold. Accordingly, even if the maximum number of IPO Shares was redeemed, there would still be 13,800,000 and 7,270,000 IPO warrants and private placement warrants, respectively, outstanding. Further, if the shares of New GRIID common stock are trading above the exercise price of $11.50 per warrant, the warrants would be considered to be “in the money” and would therefore be more likely to be exercised by the holders thereof. This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of , , the closing price of the IPO warrants was $ .

Q: Did the board of directors of ADEX obtain a fairness opinion in determining whether or not to proceed with the merger?

A: The board of directors of ADEX did not obtain an opinion from a financial advisor as to the fairness to ADEX, from a financial point of view, of the 58,500,000 shares of ADEX common stock to be issued by ADEX in the merger as merger consideration, as contemplated by the merger agreement, as amended. In connection with its initial determination to approve the initial merger agreement, the board of directors of ADEX obtained an opinion from Lincoln International LLC (“Lincoln”), delivered on November 29, 2021 (the “fairness opinion”), as to the fairness to ADEX, from a financial point of view, of the 308,100,000 shares of ADEX common stock to be issued by ADEX in the merger as contemplated by the initial merger agreement at the time of such opinion (such amount of consideration, the “initial merger consideration”). The fairness opinion did not reflect changes in circumstances that had occurred or that may have occurred between the signing of the initial merger agreement and the completion of the merger, including the reduction of the merger consideration from 308,100,000 shares of ADEX common stock to 58,500,000 shares of ADEX common stock pursuant to the second amendment, changes in macroeconomic conditions, recent volatility in the market value of bitcoin or the redemption of 25,132,578 IPO Shares in connection with the approval of an extension to the date by which ADEX must consummate its initial business combination. Lincoln’s fairness opinion was furnished to the ADEX board of directors in its capacity as such, and, as stated in such opinion, not to any other person, including any particular shareholder, group or class of securities, creditor, or other constituencies of ADEX, and was furnished solely to be utilized by the ADEX board of directors (such stated limitations of the opinion, the “Lincoln Disclaimer”). The issue of whether the Lincoln Disclaimer would be enforced in favor of Lincoln and against any securities holders or other persons would need to be resolved by a court of competent jurisdiction. However, resolution of the issue would have no effect on the rights and responsibilities of the ADEX board of directors and would have no effect on the rights and responsibilities of either Lincoln or the ADEX board of directors under federal securities laws. See “Proposal No. 1—The Merger Proposal—Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration” and the full text of such opinion, attached hereto as Annex F, which is being provided solely to provide historical context for the board of directors of ADEX’s deliberations in connection with their initial assessment of the merger and the initial merger agreement, but not the board of directors’ decision to enter into the second amendment or to proceed with the merger following the reduction of the initial merger consideration.

reduction in the merger consideration, was fair to ADEX. We continue to describe the fairness opinion delivered on November 29, 2021 throughout this proxy statement/prospectus solely to provide historical context for ADEX’s board of directors’ deliberations in connection with its initial assessment of the merger and the initial merger agreement. In light of the updated merger consideration set forth in the second amendment, changes in macroeconomic conditions and recent volatility in the market value of bitcoin, you should not rely on the following discussion of the fairness opinion, any discussion of the fairness opinion elsewhere in this proxy statement/prospectus or the text of the fairness opinion set forth in Annex F, in evaluating whether or not to vote your shares of common stock in favor of the merger proposal or any other proposal set forth in this proxy statement/prospectus or in evaluating whether or not to redeem your IPO Shares.

Q: Why is ADEX proposing the NYSE American proposal?

A: ADEX is proposing the NYSE American proposal in order to comply with (i) NYSE American listing standards §713(a), which requires, among other things, stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s shares of common stock outstanding before the issuance of stock or securities or the issuance of stock or securities to any director, officer or principal shareholders of the issuer and (ii) NYSE American listing standards §713(b), which requires stockholder approval of certain transactions that result in the change of control of the issuer. In connection with the merger, ADEX is seeking stockholder approval for the issuance of: 58,500,000 shares of common stock to the GRIID equity holders. Because the number of securities that ADEX will issue to the GRIID equity holders in connection with the merger is greater than 20% of ADEX’s outstanding voting power and outstanding common stock in connection with the merger, and because the merger will result in a change in control of ADEX, ADEX is required to obtain stockholder approval of such issuance pursuant to the NYSE American listing standards. Stockholder approval of the NYSE American Proposal is also a condition to closing in the merger agreement. See the section entitled “Proposal No. 4—The NYSE American Proposal” for additional information.

Q: Why is ADEX proposing the NTA proposal?

A: The NTA proposal is necessary to facilitate the consummation of the merger if ADEX’s NTA would be below $5,000,001 immediately prior to the closing and New GRIID’s NTA would be below $5,000,001 immediately following the closing. The current charter limits ADEX’s ability to consummate an initial business combination, such as the merger, or to redeem IPO Shares in connection with an initial business combination, such as the merger, if doing so would cause ADEX to have less than $5,000,001 in NTA. The purpose of such limitation was initially to ensure that ADEX’s common stock would not be deemed a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because ADEX believes that the IPO Shares and New GRIID common stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, ADEX is presenting the NTA proposal to facilitate the consummation of the merger. If the NTA proposal is approved, the current charter will be amended in accordance with the NTA proposal and the form of amendment attached to this proxy statement/prospectus as Annex G, effective immediately following the conclusion of the special meeting and prior to the closing. If the NTA proposal is approved, the parties also intend to amend the merger agreement prior to closing to remove the condition that ADEX have at least $5,000,001 of NTA remaining after ADEX’s stockholders have exercised their right to redeem their shares in connection with the closing. If the NTA proposal is not approved and there are significant requests for redemption such that ADEX’s net tangible assets would be less than $5,000,001 immediately prior to and upon the consummation of the merger, the current charter would prevent ADEX from being able to consummate the merger even if all other conditions to closing are met. If the merger is consummated, then the current charter, as amended by the NTA proposal, will be replaced in its entirety by the proposed charter upon the closing of the merger and all of the references in this proxy statement/prospectus to the current charter shall be deemed to mean the current charter as amended by amendments contained in this NTA proposal.

Q: What amendments will be made to the existing organizational documents of ADEX?

A: The consummation of the merger is conditioned upon, among other things certain amendments to the current charter and current bylaws. Accordingly, in connection with the merger, ADEX’s stockholders are also being asked to consider and vote upon the charter amendment proposal and the advisory charter proposal. For additional information on the differences between the current charter and the proposed charter, see the sections entitled “Proposal No. 2—The Charter Amendment Proposal” and “Proposal No. 3—The Advisory Charter Proposals.”

Q: What happens if I sell my shares of common stock before the special meeting?

A: The record date is earlier than the date that the merger is expected to be completed. If you transfer your shares after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of any IPO Shares transferred because you will no longer be able to deliver them for cancellation upon consummation of the merger in accordance with the provisions described herein. If you transfer your shares prior to the record date, you will have no right to vote those shares at the special meeting or have any IPO Shares redeemed for a pro rata portion of the proceeds held in the trust account.

Q: What vote is required to approve the proposals presented at the special meeting?

A: Approval of the charter amendment proposal and the NTA proposal each requires the affirmative vote of a majority of the then-outstanding shares of common stock entitled to vote at the meeting. Assuming all of the issued and outstanding shares of common stock as of the record date are voted at the special meeting, the charter amendment proposal and the NTA proposal will be approved if outstanding shares of common stock are voted in favor of such proposals. Based on the number of shares of common stock outstanding on the record date, shares of common stock, in the aggregate, will be required to achieve a quorum. If stockholders holding the minimum number of shares of common stock to constitute a quorum are present at the special meeting, then the charter amendment proposal and the NTA proposal will be approved if outstanding shares of common stock are voted in favor of such proposals. The sponsor and our directors and officers have agreed to vote any shares of common stock owned by them in favor of each of the proposals to be presented at the special meeting. As of the record date, such stockholders own approximately % of the Company’s issued and outstanding common stock, in the aggregate. As a result, the charter amendment proposal and the NTA proposal may be approved without the affirmative vote of any of the outstanding IPO Shares.

Approval of each of the merger proposal, the NYSE American proposal, the incentive plan proposal and the adjournment proposal requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting. Approval, on an advisory basis, of the advisory charter proposals, requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting. Assuming all of the issued and outstanding shares of common stock as of the record date are voted at the special meeting, each of such proposals will be approved if outstanding shares of common stock are voted in favor of such proposals. If stockholders holding the minimum number of shares of common stock to constitute a quorum are present at the special meeting, then each of such proposals will be approved if outstanding shares of common stock are voted in favor of such proposals. The sponsor and our directors and officers have agreed to vote any shares of common stock owned by them in favor of each of the proposals to be presented at the special meeting. As of the record date, such stockholders own approximately % of the Company’s issued and outstanding common stock, in the aggregate. As a result, the affirmative vote of approximately % of the outstanding IPO Shares would be sufficient for approval of each of the merger proposal, the NYSE American proposal, the incentive plan proposal, the adjournment proposal and the advisory charter proposals.

The election of the director nominees pursuant to the director election proposal requires the affirmative vote of the holders of a plurality of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting.

Q: May the sponsor, our directors, officers, advisors or their affiliates purchase shares or warrants prior to or in connection with the merger?

A: Prior to or in connection with the merger, the sponsor, our directors, officers, or advisors or their respective affiliates may purchase shares or warrants. None of the sponsor, directors, officers or advisors or their respective affiliates are permitted to make any such purchases when they are in possession of any material non-public information not disclosed to the seller, or if prohibited during a restricted period under Regulation M under the Exchange Act. Such purchases of shares may be conducted through privately negotiated transactions with holders of IPO Shares who would have otherwise elected to have such IPO Shares redeemed in connection with the merger. In the event that the sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from holders of IPO Shares who have already elected to exercise their redemption rights, such selling stockholders may be required to revoke their prior elections to redeem their IPO Shares. Any such privately negotiated purchases of shares may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account.

Q: How many votes do I have at the special meeting?

A: ADEX’s stockholders are entitled to one vote at the special meeting for each share of common stock held of record as of the close of business on , the record date. As of the close of business on the record date, there were shares of common stock outstanding.

Q: What constitutes a quorum at the special meeting?

A: The presence, in person (online) or by proxy, of stockholders holding a majority of the shares issued and outstanding and entitled to vote at the special meeting constitutes a quorum at the special meeting. As of the record date, shares of common stock, in the aggregate, would be required to achieve a quorum.

Q: How will ADEX’s sponsor, directors and officers vote?

A: In connection with the IPO, we entered into letter agreements (each, a “letter agreement,” and together, the “letter agreements”) with the sponsor and each of our directors and officers, pursuant to which, among other things, each agreed to vote any shares of common stock owned by them in favor of the merger. As of the record date, such stockholders that have agreed to vote the shares of common stock owned by them in favor of the merger own approximately % of our issued and outstanding shares common stock, in the aggregate, including the 6,862,500 shares of common stock held by such stockholders. As a result, the merger proposal may be approved without the affirmative vote of any of the outstanding IPO Shares. See the section entitled “Proposal No. 1—The Merger Proposal—Related Agreements—Sponsor Letter Agreement.”

Q: What happens if the merger is not consummated or is terminated?

A: If we are not able to complete the merger with GRIID or another initial business combination by the applicable extension date (as defined below), the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter, we will cease all operations except for the purpose of winding up, redeeming the IPO Shares and liquidating the trust account, in which case holders of IPO Shares may only receive approximately $ per share and our warrants will expire worthless.

On December 23, 2022, ADEX held a special meeting of its stockholders (the “extension meeting”), at which its stockholders approved a proposal to extend the date by which it must complete an initial business combination

up to six times at the election of the board of directors for an additional one month each time for a maximum of six one-month extensions (such extended date the “extension date”). ADEX provided holders of IPO Shares with the ability to redeem such IPO Shares in connection with the extension meeting. Stockholders holding 25,132,578 IPO Shares exercised their right to redeem such shares for a pro rata portion of the funds then on deposit in the trust account for approximately $253.6 million (approximately $10.09 per share), leaving approximately $25 million in the trust account.

Q: Is ADEX subject to the Investment Company Act of 1940?

A: We completed our IPO in January 2021. Since we are a blank check company, the efforts of our board of directors and management since the completion of our IPO have been focused on searching for a target business with which to consummate an initial business combination and, since November 29, 2021, on the consummation of the merger.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), which include proposals relating to the circumstances in which special purpose acquisition companies (“SPACs”) such as us could be subject to the Investment Company Act of 1940, as amended (the “1940 Act”), and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor from one prong of the definition of “investment company” under Section 3(a)(1)(A) of the 1940 Act for a SPAC satisfying certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its IPO (an “IPO Registration Statement”). The SPAC also would need to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the 1940 Act to a SPAC, including a SPAC like us, that may not complete its initial business combination within 24 months from the effective date of its IPO Registration Statement. It is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the 1940 Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of our common stock and warrants following such a transaction, our warrants would expire worthless and shares of our common stock would have no value apart from their pro rata entitlement to the funds then-remaining in the trust account.

Following our IPO, the funds in the trust account were held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the 1940 Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the 1940 Act), we have instructed Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation.

Q: What happens if the merger is subject to CFIUS review?

A: Certain investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval by Committee on Foreign Investment in the United States (“CFIUS”).

Whether CFIUS has jurisdiction to review a transaction depends on, among other factors, whether the transaction involves a “foreign person,” as defined by Section 721 of the Defense Production Act of 1950 and its implementing regulations (“Section 721”), and the rights and interest that such foreign person acquires in the U.S. business. For example, CFIUS has jurisdiction to review a transaction that results in “control” by a foreign person of a U.S. business by a foreign person, as well as certain transactions in which a foreign person acquires an equity interest along with certain non-passive rights in certain U.S. businesses.

We do not believe that either we or the sponsor is a foreign person within the meaning of Section 721. We are a Delaware corporation and the sponsor is a Delaware limited liability company; neither we nor the sponsor is controlled by any foreign person or has substantial ties to a non-U.S. person. However, if CFIUS were to determine we or the sponsor to be a foreign person, then CFIUS could have jurisdiction to review transactions undertaken by us that otherwise meet the criteria to be subject to CFIUS jurisdiction. If CFIUS were to identify unresolvable national security concerns related to such transaction, we may be unable to consummate the merger, or any other initial business combination.

In addition, if the merger, or any other initial business combination, is subject to CFIUS jurisdiction we may be required or determine it advisable to submit a notice to CFIUS regarding the transaction, or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after closing. We do not believe we or the sponsor is a foreign person; however, if CFIUS took a different view, it could review the merger, or any other initial business combination, undertaken by us that otherwise meets the requirements for CFIUS to have jurisdiction, suspend the transaction, impose conditions to address national security concerns with respect to the transaction, recommend that the President of the United States prohibit the transaction (which, if the transaction has closed, could take the form of an order to divest all or a portion of a U.S. business), or impose civil penalties if CFIUS determines that a mandatory notification requirement applied and was not satisfied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any potential foreign ownership by the sponsor.

The process of any review by CFIUS could be lengthy. Because we have only a limited time to complete an initial business combination, failure to obtain any required approvals by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) may require us to liquidate. If we were forced to liquidate, holders of IPO Shares will only be entitled to a pro rata portion of the trust account (including interest but net of taxes payable), and the public warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a potential business combination and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Q: What interests do the sponsor, our current officers and directors have in the merger?

A: In considering the recommendation of our board of directors to vote in favor of the merger, stockholders should be aware that, aside from their interests as stockholders, the sponsor and certain of our directors and officers and industry advisors have interests in the merger that are different from, or in addition to, those of other stockholders generally. We estimate that the aggregate dollar amount in New GRIID that affiliates of the sponsor have at risk that depends on completion of the merger is $ . Our directors were aware of and considered these interests, among other matters, in evaluating the merger and in recommending to stockholders that they approve the merger. Stockholders should take these interests into account in deciding whether to approve the merger. These interests include, among other things:

•

the fact that certain of our directors and officers are principals of the sponsor;

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the fact that each of our directors and officers presently has, and in the future may have, additional fiduciary or contractual obligations to other entities, pursuant to which such director or officer may be required to present a business combination opportunity;

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the fact that the sponsor holds 7,270,000 private placement warrants to purchase 7,270,000 shares of our common stock purchased at a price of $1.00 per warrant in a private placement that closed simultaneously with the consummation of our IPO that would expire worthless if a business combination is not consummated by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter);

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the fact that upon the consummation of the merger, the dollar value of the sponsor’s aggregate interest in the post-merger company will be approximately $ , based upon the closing price of our common stock of $ per share and the closing price of $ per IPO warrant (which we use for these purposes as a proxy for the value of the private placement warrants), in each case on the NYSE American on , , the record date, comprised of 7,270,000 private placement warrants purchased at a price of $1.00 per warrant and 6,832,500 shares of our common stock purchased for an aggregate price of approximately $25,000, and 250,000 warrants issuable to the sponsor upon the closing of the merger or any other initial business combination upon conversion of the $250,000 the sponsor has loaned to ADEX under a promissory note issued by the sponsor to ADEX;

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the fact that the sponsor and certain of its affiliates can earn a positive rate of return on their investment, even if other ADEX stockholders experience a negative rate of return on their investment after the consummation of the merger;

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the fact that the signatories to the letter agreements have each agreed to waive their rights to liquidating distributions from the trust account with respect to their shares if ADEX fails to complete an initial business combination, including the merger, by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter);

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the fact that if the trust account is liquidated, including in the event we are unable to complete an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), the sponsor has agreed that it will indemnify ADEX for any debts and obligations to third parties that are owed money by ADEX for services rendered, contracted for, or for products sold to ADEX but only to the extent necessary to ensure that the debt or obligation does not reduce the funds in the trust account to an amount less than $10.00 per share, except that this indemnity will not apply (i) to a third party that has executed an agreement waiving any right to the monies held in the trust account and (ii) claims under ADEX’s obligation to indemnify its IPO underwriters against certain liabilities, including liabilities under the Securities Act;

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the fact that one or more directors of ADEX will be a director of New GRIID;

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the continued indemnification of ADEX’s current directors and officers and the continuation of ADEX’s directors’ and officers’ liability insurance after the merger;

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the fact that the sponsor, officers, directors and their respective affiliates will lose their entire investment in ADEX (which is estimated to be approximately , based on the closing price of the common stock on the record date) as more fully described above, and will not be reimbursed for any of their out-of-pocket expenses (which are currently $ ) from any amounts held in the trust account if an initial business combination is not consummated by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter); and

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the fact that upon the consummation of the merger, an entity affiliated with ADEX’s Chief Financial Officer, John D’Agostino, would be entitled to a $400,000 cash payment from GRIID and accelerated vesting of GRIID units it holds.

a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors or waiver of corporate opportunity materially affected our search for a business combination. We are not aware of any such corporate opportunities not being offered to us and do not believe the renouncement of our interest in any such corporate opportunities impacted our search for an acquisition target.

Q: Do I have redemption rights?

A: Pursuant to our current charter, we are providing holders of IPO Shares with the opportunity to have such IPO Shares redeemed at the closing at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the merger, including interest (net of taxes payable), divided by the number of then outstanding IPO Shares, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their IPO Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of , , the record date, of $ , the estimated per share redemption price would have been approximately $ . Holders of IPO Shares may elect to redeem IPO Shares even if they vote for the merger proposal and the other transaction proposals. Our current charter provides that a holder of IPO Shares, acting together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of ADEX, will be restricted from exercising this redemption right with respect to more than 15% of our outstanding common stock in the aggregate without the prior consent of ADEX. There will be no redemption rights with respect to our warrants. The sponsor and our directors and officers have agreed to waive their redemption rights for no additional consideration with respect to their shares, including any shares they may have acquired after our IPO, in connection with the completion of the merger. Permitted transferees of the sponsor and our directors and officers will be subject to the same obligations.

Additionally, IPO Shares properly tendered for redemption will only be redeemed if the merger is consummated; otherwise holders of such IPO Shares will only be entitled to a pro rata portion of the trust account (including interest but net of taxes payable) in connection with the liquidation of the trust account or if we subsequently complete a different initial business combination on or prior to the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), and such IPO Shares are tendered for redemption in connection with such different initial business combination.

We will pay the redemption price to any holders of IPO Shares who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the special meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the merger.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights regardless of if you vote your shares of common stock for or against or abstain from voting on the merger proposal or any other transaction proposal described in this proxy statement/prospectus. As a result, the merger can be approved by stockholders who will redeem their IPO Shares and no longer remain stockholders.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must (i) if you hold your IPO Shares through units, elect to separate your units into the underlying IPO Shares and IPO warrants prior to exercising your redemption rights with respect to the shares, and (ii) in any case, prior to , Eastern time, on , (two business days before the special meeting), tender your IPO Shares electronically and submit a request in writing that we redeem your IPO Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Your written request should include a certification that you are not acting in concert or as a partnership, syndicate, or other “group” (as defined in Section 13 of the Exchange Act) with any other stockholder with respect to such IPO Shares. Our existing organizational documents provide that a holder of IPO Shares, acting together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of ADEX, will be restricted from exercising this redemption right with respect to more than 15% of our outstanding common stock in the aggregate without the prior consent of ADEX. There will be no redemption rights with respect to our warrants.

Stockholders who hold their IPO Shares in street name will have to coordinate with their bank, broker or other nominee to have the IPO Shares delivered electronically in order to exercise their redemption rights. Holders of outstanding units of ADEX must separate the underlying IPO Shares and IPO warrants prior to exercising redemption rights with respect to the IPO Shares. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using the Depository Trust & Clearing Corporation DWAC system, a withdrawal of the relevant units and a deposit of an equivalent number of IPO Shares and IPO warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the IPO Shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your IPO Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, but only with our consent, until the vote is taken with respect to the merger. If you delivered your IPO Shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return such IPO Shares. You may make such request by contacting our transfer agent at the phone number or address listed above.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. Please see the section entitled “Certain U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q: If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A: No. Prior to the consummation of the merger, the holders of our warrants have no redemption rights with respect to our warrants.

Q: Following consummation of the merger, under what circumstances may New GRIID call warrants for redemption?

A: Following consummation of the merger, New GRIID may call the IPO warrants for redemption, in whole and not in part, at a price of $0.01 per IPO warrant, if certain conditions are met, including if the last reported sale price of the shares of New GRIID common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period commencing after the IPO warrants become exercisable and ending on the third business day prior to the notice of redemption to IPO warrant holders.

As a result, New GRIID may redeem the IPO warrants as set forth above even if the holders are otherwise unable to exercise their IPO warrants. Redemption of the outstanding IPO warrants could force warrant holders to (i) exercise their IPO warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) sell their IPO warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) accept the nominal redemption price which, at the time the outstanding IPO warrants are called for redemption, is likely to be substantially less than the market value of the IPO warrants.

The private placement warrants (including the shares of common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, including the merger, subject to certain exceptions and they will not be redeemable by ADEX so long as they are held by the sponsor or its permitted transferees. The sponsor and its permitted transferees each have the option to exercise the private placement warrants on a cashless basis and will have certain registration rights related to such private placement warrants. Additionally, a private placement warrant will not be redeemable by ADEX for so long as it is held by its initial holder or permitted transferee thereof. Otherwise, the private placement warrants have terms and provisions that are identical to those of the IPO warrants.

Because the private placement warrants may be redeemed only under limited circumstances, they may remain outstanding after all IPO warrants have been redeemed or exercised. All private placement warrants that are exercised will cause additional dilution for other stockholders, including any holders of New GRIID common stock issued pursuant to prior exercises of IPO warrants. If the holders of the private placement warrants elect to exercise their warrants on a cashless basis we will not receive cash proceeds from the exercise of such warrants. See “Description of Securities—Private Placement Warrants”.

As of the record date, the last reported sale price of the ADEX common stock was $ and the highest sale price through such date was $ . In order to redeem the IPO warrants, New GRIID must provide 30 days’ prior written notice of redemption to each IPO warrant holder and have a current registration statement in effect with respect to the shares of New GRIID common stock underlying such IPO warrants. The private placement warrants are not redeemable by New GRIID following the merger for so long as they are held by the initial holders thereof and certain transferees.

If the foregoing conditions are satisfied and New GRIID properly issues a notice of redemption, each IPO warrantholder can exercise his, her or its warrant prior to the scheduled redemption date. However, New GRIID will not be required to notify any holder if the conditions have been met if New GRIID is not calling the IPO warrants for redemption. On and after the redemption date, a record holder of an IPO warrant will have no further rights except to receive the redemption price for such holder’s IPO warrant upon surrender of such IPO warrant. In such cases, a holder of IPO warrants may lose substantially all of such holder’s investment in his, her or its IPO warrants.

Q: Are there any appraisal or similar rights for dissenting stockholders?

A: No. There are no appraisal rights in connection with any of the proposals to be voted on at the special meeting. The Company’s warrants do not have voting rights in connection with the proposals.

Q: What happens to the funds deposited in the trust account after consummation of the merger?

A: Upon the completion of the IPO, a total of $276 million was placed in the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. On December 23, 2022, in connection with the extension meeting, stockholders holding 25,132,578 IPO Shares exercised their right to redeem such shares for a pro rata portion of the funds then on deposit in the trust account for approximately $253.6 million (approximately $10.09 per share), leaving approximately $25 million in the trust account. As of , the record date, there was approximately $ held in the trust account. These funds will not be released until the earlier of the completion of our initial business combination and the redemption of our shares if we are unable to complete an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), although we may withdraw the interest earned on the funds held in the trust account to pay taxes.

Q: When is the merger expected to be consummated?

A: It is currently anticipated that the merger will be consummated as soon as practicable following the special meeting, which is set for , provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the merger have been satisfied or waived. The closing is subject to certain regulatory approvals, including expiration or termination of the waiting period under the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder (the “HSR Act”) (the waiting period under the HSR Act expired on January 12, 2022), and as a result, may be subject to substantial delay. For a description of these and the other conditions for the completion of the merger, see “Proposal No. 1—The Merger Proposal—The Merger Agreement—Conditions to the Closing of the Merger.”

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes, and to consider how the merger will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q: How do I vote?

A: If you were a holder of record of common stock on , the record date, you may vote in person (online) at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope provided, or by voting online at . If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting of stockholders and vote in person (online), obtain a valid proxy from your broker, bank or nominee.

Q: What will happen if I abstain from voting or fail to vote at the special meeting?

A: Abstentions will be counted in connection with the determination of whether a valid quorum is established but will not count as votes cast and will have the same effect as a vote “AGAINST” each of the proposals, other

than the director election proposal. Abstentions will have no effect on the outcome of the director election proposal. Failure to vote by proxy or attend in person (online) at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, will have the same effect as a vote “AGAINST” the charter amendment proposal and the NTA proposal, and will have no effect on the outcome of the other proposals.

Q: What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A: If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

Q: If I am not going to attend the special meeting in person (online), should I submit my proxy card instead?

A: Yes. Whether or not you plan to attend the special meeting, please read this proxy statement/prospectus carefully, and vote your shares in advance of the special meeting by following the instructions at , or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope.

Q: What is a broker non-vote?

A: Generally, a broker non-vote occurs when a bank, broker, custodian or other record holder that holds shares in “street name” is precluded from exercising voting discretion on a particular proposal because (i) the beneficial owner has not instructed the bank, broker, custodian or other record holder how to vote, and (ii) the bank, broker, custodian, or other record holder lacks discretionary voting power to vote such shares. Absent specific voting instructions from the beneficial owners of such shares, a bank, broker, custodian or other record holder does not have discretionary voting power with respect to the approval of “non-routine” matters, such as the merger proposal.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Broker non-votes will have the same effect as a vote “AGAINST” the charter amendment proposal and the NTA proposal, and will have no effect on the outcome of the other proposals. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: May I change my vote after I have submitted my executed proxy card?

A: Yes. Stockholders may change their vote or revoke their proxy by sending a later-dated, signed proxy card to Adit EdTech Acquisition Corp., 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105; Attention: Secretary, so that it is received by ADEX’s Secretary prior to the vote at the special meeting (which is scheduled to take place at , Eastern Time, on , ); by transmitting a subsequent vote over the Internet prior to , Eastern Time, on , ; or by attending the special meeting and voting in person (online). A

stockholder’s last vote, whether prior to or at the special meeting, is the vote that will be counted. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q: What should I do if I receive more than one set of voting materials?

A: Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of common stock or vote online with respect to all of your shares of common stock.

Q: Who will solicit and pay the cost of soliciting proxies?

A: ADEX will pay the cost of soliciting proxies for the special meeting. ADEX has engaged Okapi to assist in the solicitation of proxies for the special meeting. ADEX has agreed to pay Okapi a fee of $ . ADEX will reimburse Okapi for reasonable out-of-pocket losses, damages and expenses. ADEX will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to beneficial owners of shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the merger or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Tel: (877) 259-6290

Banks and brokers call collect: (212) 297-0720

E-mail: info@okapipartners.com

You also may obtain additional information about ADEX from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.” If you are a holder of IPO Shares and you intend to seek redemption of your IPO Shares, you will need to tender such IPO Shares electronically and submit a request in writing to Continental Stock Transfer & Trust Company, the Company’s transfer agent, that the Company redeem such IPO Shares for cash at the address below prior to , Eastern Time, on , (two business days prior to the vote at the special meeting). If you have questions regarding the certification of your position or delivery of your shares, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the merger and the proposals to be considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the annexes included herein.

Parties to the Merger

Adit EdTech Acquisition Corp.

ADEX is a blank check company incorporated in Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Our units, common stock originally sold as part of the units and warrants originally sold as part of the units are currently listed on the NYSE under the symbols “ADEX.U,” “ADEX” and “ADEX.WS,” respectively, and began separately trading on March 3, 2021. However, the trading of our common stock, units and warrants was halted by the NYSE on February 7, 2023. We have applied to transfer the listing of our common stock, units and warrants from the NYSE to NYSE American. The information contained in this proxy statement/prospectus assumes that our securities are approved for listing on NYSE American. See “Risk Factors—Risks Related to ADEX and the Merger—There can be no assurance that we will be able to transfer the listing of our securities to the NYSE American or that we will be able to comply with the continued listing standards of the NYSE, the NYSE American, or any other exchange on which our securities may be listed in the future.” for more information. Upon the closing of the merger (the “closing”), we intend to apply to continue the listing of our common stock and warrants on the NYSE American under the symbols “GRDI” and “GRDI.WS,” respectively. Our units will not be listed following the closing.

The mailing address of ADEX’s principal executive offices is 1345 Avenue of the Americas, 33^rd Floor, New York, NY, 10105. ADEX’s telephone number is (646) 291-6930.

ADEX Merger Sub, LLC

ADEX Merger Sub, LLC (“Merger Sub”) is a Delaware limited liability company and wholly owned direct subsidiary of ADEX formed on November 24, 2021. In the merger, Merger Sub will merge with and into GRIID, and the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the merger will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of ADEX.

The mailing address of Merger Sub’s principal executive offices is 1345 Avenue of the Americas, 33^rd Floor, New York, NY, 10105. Merger Sub’s telephone number is (646) 291-6930.

Griid Holdco LLC

Griid Holdco LLC is an emerging American infrastructure company in the bitcoin mining sector. GRIID employs a vertically integrated self-mining strategy to develop and operate U.S.-based mining facilities that generate bitcoin. GRIID’s current business plan does not include the expansion of its mining operations to include digital assets other than bitcoin, or any other activities with, or the holding of, any other cryptocurrencies other than bitcoin, and GRIID does not anticipate any changes to its business plan for the foreseeable future. As of the date of this proxy statement/prospectus, GRIID has 68MW of available electrical capacity in its New York facility and its three Tennessee facilities (48MW of which are at dedicated self-mining sites and 20MW of which are subject to the Mining Services Agreement), and GRIID believes that it is well-positioned to grow its capacity

to 436MW by the end of 2024. GRIID’s mining operations currently utilize application specific integrated circuits (“ASICs”) manufactured by two leading companies, Bitmain and MicroBT. GRIID recently entered into a supply agreement with Intel Corporation (“Intel”), which will provide an additional source of supply of ASICs. GRIID has begun the process of developing a carbon-free focused power pipeline including 1300MW of power capacity, subject to memoranda of understanding and letters of intent, land acquisition and infrastructure procurement. GRIID’s existing facilities utilize approximately 67% carbon-free power, and GRIID expects that its facilities will utilize approximately 90% carbon-free power by the end of 2024. These carbon-free levels are based solely on generation type and not from offsets or carbon credits and can therefore be materially improved.

The mailing address of GRIID’s principal executive offices is 2577 Duck Creek Road, Cincinnati, OH 45212. GRIID’s telephone number is (513) 268-6185.

The Merger

On November 29, 2021, we entered into the initial merger agreement with GRIID and Merger Sub pursuant to which, subject to the terms and conditions contained therein, Merger Sub will merge with and into GRIID with GRIID being the surviving entity and a subsidiary of New GRIID. On December 23, 2021, we, GRIID and Merger Sub entered into the first amendment; on October 17, 2022, we, GRIID and Merger Sub entered into the second amendment; and on February 8, 2023, we, GRIID and Merger Sub entered into the third amendment.

The updated merger consideration to be issued to the GRIID equity holders at the closing of the merger pursuant to the merger agreement will have a value of $585,000,000 (based upon the assumed price of $10.00 per share of ADEX common stock) and will be paid in shares of ADEX common stock.

For more information about the merger agreement and the merger, see the section entitled “Proposal No. 1—The Merger Proposal—The Merger.”

Conditions to the Closing

Conditions to Obligations of the ADEX Parties and GRIID to Consummate the Merger

The obligations of ADEX and Merger Sub (the “ADEX parties”) and GRIID to consummate, or cause to be consummated, the merger are subject to the satisfaction of the following conditions, any one or more of which may be waived (if permitted by applicable law) in writing by all of such parties:

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all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or been terminated;

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there must not be in force any applicable law or governmental order enjoining, prohibiting, making illegal or preventing the consummation of the merger;

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the approval of the transaction proposals (other than the adjournment proposal) by ADEX’s stockholders as described in this proxy statement/prospectus must have been obtained;

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the approval of the merger agreement and related agreements and transactions and actions contemplated thereby shall have been approved by the members of GRIID;

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the shares of common stock contemplated to be listed pursuant to the merger agreement must have been listed on the NYSE (or such other stock exchange on which such shares are listed as of such time) and be eligible for continued listing on the NYSE (or such other stock exchange on which such shares are listed as of such time) immediately following the closing (as if it were a new initial listing by an issuer that had never been listed prior to closing);

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ADEX must have at least $5,000,001 of NTA remaining after ADEX’s stockholders have exercised their right to redeem their shares in connection with the closing; and

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the registration statement on Form S-4 will have become effective and no stop order will have been issued by the SEC with respect to the registration statement on Form S-4 and no proceeding seeking such a stop order will have been threatened or initiated by the SEC.

Assuming the NTA proposal is approved, the parties intend to amend the merger agreement prior to closing to remove the condition that ADEX have at least $5,000,001 of NTA remaining after ADEX’s stockholders have exercised their right to redeem their shares in connection with the closing.

Conditions to Obligations of the ADEX Parties to Consummate the Merger

The obligations of the ADEX parties to consummate, or cause to be consummated, the transactions contemplated by the merger agreement are subject to the satisfaction of the following additional conditions, any one or more of which may be waived (if permitted by applicable law) in writing by the ADEX parties:

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the representations and warranties of GRIID set forth in the merger agreement related to the corporate organization of GRIID and its subsidiaries, due authorization to enter into the merger agreement and related documentation, consents, brokers’ fees and title to GRIID’s and its subsidiaries’ respective assets, must be true and correct (without giving effect to any materiality, “company material adverse effect,” “company impairment effect” or similar qualification therein) in all material respects as of the closing date, as if made on and as of the closing date, except to the extent any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date;

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the representations and warranties of GRIID set forth in the merger agreement related to the capitalization of GRIID and its subsidiaries, must be true and correct in all respects (except for de minimis inaccuracies) as of the closing date, as if made on and as of the closing date, except to the extent any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date;

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the other representations and warranties of GRIID set forth in the merger agreement must be true and correct (without giving effect to any materiality, “material adverse effect,” “company impairment effect” or similar qualifications therein) in all respects as of the closing date, as if made on and as of the closing date (except to the extent any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a company material adverse effect or any effect that would, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of GRIID to consummate the transactions contemplated by the merger agreement (such effect, a “company impairment effect”);

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each of the covenants of GRIID to be performed or complied with at or prior to the closing must have been performed or complied with by GRIID in all material respects;

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from the date of the initial merger agreement there must have not occurred a company impairment effect that is continuing as of the closing date or any company material adverse effect;

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GRIID must have delivered, or cause to be delivered, to ADEX: (i) the investor rights agreement executed by the GRIID equity holders, (ii) a certificate signed by an authorized officer of GRIID, dated as of the closing date, certifying that the conditions described in the preceding bullets above

have been satisfied, (iii) certification conforming to the requirements of Treasury Regulations section 1.1445-11T(d)(2)(i), and (iv) certificates of good standing with respect to GRIID and each of its subsidiaries; and

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GRIID must have delivered to ADEX the audited consolidated financial statements of GRIID and its subsidiaries as of and for the year ended December 31, 2021, prepared in accordance with GAAP and Regulation S-X and audited by GRIID’s independent auditor.

Conditions to Obligations of GRIID to Consummate the Merger

The obligation of GRIID to consummate the transactions contemplated by the merger agreement is subject to the satisfaction of the following additional conditions, any one or more of which may be waived (if permitted by applicable law) in writing by GRIID:

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each of the representations and warranties of the ADEX parties set forth in the merger agreement related to the corporate organization of the ADEX parties, due authorization to enter into the merger agreement and related documentation, consents and brokers’ fees, must be true and correct (without giving effect to any materiality, “ADEX material adverse effect,” “ADEX impairment effect” or similar qualifications therein) in all material respects as of the closing date, as if made on and as of the closing date, except to the extent any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date;

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the representations and warranties of the ADEX parties set forth in the merger agreement related to the capitalization of the ADEX parties, must have been true and correct in all respects (except for de minimis inaccuracies) as of the closing date, as if made as of the closing date, except to the extent any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date;

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the other representations and warranties of the ADEX parties, must be true and correct (without giving effect to any materiality, “ADEX material adverse effect,” “ADEX impairment effect” or similar qualifications therein) in all respects as of the closing date, as if made on and as of the closing date (except to the extent any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause an ADEX material adverse effect or any effect that would, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of the ADEX parties to consummate the transactions contemplated by the merger agreement (such effect, an “ADEX impairment effect”);

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each of the covenants of ADEX or Merger Sub to be performed or complied with at or prior to closing must have been performed or complied with by the ADEX parties, as applicable, in all material respects;

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from the date of the initial merger agreement there must have not occurred an ADEX impairment effect that is continuing as of the closing date or any ADEX material adverse effect; and

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ADEX must have delivered, or cause to be delivered, to GRIID (i) the investor rights agreement and the amended operating agreement, in each case executed by ADEX or its stockholders, as applicable and (ii) a certificate signed by an officer of ADEX, dated the closing date, certifying that the conditions described in the preceding five bullets above have been fulfilled.

Other Agreements

The following agreements were entered into or will be entered into in connection with the merger, the merger agreement and the other transactions contemplated thereby:

Investor Rights Agreement

In connection with closing of the merger, New GRIID, the initial stockholders and certain GRIID members will enter into an investor rights agreement (the “investor rights agreement”) to provide for certain registration rights related to the shares of ADEX common stock and private placement warrants of ADEX. New GRIID will agree to, among other things, file within 30 days of closing of the merger a resale shelf registration statement covering the resale of all securities registrable under the investor rights agreement.

See the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement—Related Agreements.”

Voting Agreement

In connection with the execution of the initial merger agreement, ADEX entered into a voting agreement with Griid Holdings LLC, a member of GRIID (the “voting agreement”), covering approximately 64.0% of GRIID’s membership units. The voting agreement requires, among other things, that Griid Holdings LLC vote all of its membership units of GRIID in favor of, or execute written consents to approve, upon effectiveness of the S-4 registration statement, the merger and the other transactions contemplated by the merger agreement and against alternative transactions. The voting agreement also restricts Griid Holdings LLC from transferring its GRIID units prior to the expiration date (as such term is defined in the voting agreement) unless the transferee joins the voting agreement. The voting agreement also contains customary representations and warranties made by Griid Holdings LLC. Under GRIID’s existing operating agreement, GRIID’s members are obligated to vote in favor of a merger approved by GRIID’s board of managers.

See the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement—Related Agreements.”

Sponsor IPO Letter Agreements

In connection with the IPO, we entered into the letter agreements with the sponsor and each of our directors and officers, pursuant to which, among other things, the sponsor and our directors and officers each agreed to vote any shares of common stock owned by them in favor of the merger. As of the record date, such stockholders that have agreed to vote their shares of common stock owned by them in favor of the merger own approximately % of our issued and outstanding shares of common stock, in the aggregate. As a result the merger proposal may be approved without the affirmative vote of any of the outstanding IPO Shares.

See the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement—Related Agreements.”

Amended Operating Agreement

Concurrently with the closing, GRIID’s current operating agreement will be amended and restated in its entirety to become the amended operating agreement (as so amended, the “amended operating agreement”), whereby ADEX will be admitted as the sole member of post-merger GRIID.

See the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement—Related Agreements.”

Interests of Certain Persons in the Merger

When considering our board of directors’ recommendation that our stockholders vote in favor of the approval of the merger, our stockholders should be aware that the sponsor and certain of our directors and officers and industry advisors have interests in the merger that are different from, or in addition to, the interests of other stockholders generally. We estimate that the aggregate dollar amount in New GRIID that affiliates of the sponsor have at risk that depends on completion of the merger is $ . Our directors were aware of and considered these interests, among other matters, in evaluating the merger, and in recommending to stockholders that they approve the merger. Our stockholders should take these interests into account in deciding whether to approve the merger. These interests include:

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the fact that certain of our directors and officers are principals of the sponsor;

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the fact that the sponsor holds 7,270,000 private placement warrants to purchase 7,270,000 shares of our common stock purchased at a price of $1.00 per warrant in a private placement that closed simultaneously with the consummation of the IPO that would expire worthless if a business combination is not consummated by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter);

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the fact that if the trust account is liquidated, including in the event ADEX is unable to complete an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), the sponsor has agreed that it will be liable to ADEX if and to the extent any claims by a third party (other than ADEX’s independent auditors) for services rendered or products sold to ADEX, or a prospective target business with which ADEX has discussed entering into a transaction agreement, reduce the amounts in the trust account to below (i) $10.00 per share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

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the fact that one or more directors of ADEX will be a director of New GRIID;

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the continued indemnification of ADEX’s current directors and officers and the continuation of ADEX’s directors’ and officers’ liability insurance after the merger;

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Additionally, our current charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors or waiver of corporate opportunity materially affected our search for a business combination. We are not aware of any such corporate opportunities not being offered to us and do not believe the renouncement of our interest in any such corporate opportunities impacted our search for an acquisition target.

Reasons for Approval of the Merger

ADEX’s board of directors considered a wide variety of factors in connection with its evaluation of the merger. In light of the complexity of those factors, ADEX’s board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of ADEX’s board of directors may have given different weight to different factors. ADEX’s reasons for the board of directors’ approval of the merger, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, ADEX’s board of directors reviewed the results of due diligence conducted by ADEX’s management, together with its advisors, which included, among other things:

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extensive meetings with GRIID’s management team regarding operations and forecasts;

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research on the cryptocurrency industry, including historical growth trends and market share information as well as end-market size and growth projections;

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consultation with ADEX’s management and legal and financial advisors;

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review of current and forecasted industry and market conditions;

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GRIID’s audited and unaudited financial statements; and

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consideration of legal, cybersecurity, and operational due diligence reports prepared by external advisors.

In the prospectus for ADEX’s IPO, we identified general, non-exclusive criteria and guidelines that we believed would be important in evaluating prospective target businesses. ADEX indicated its intention to acquire companies that it believes possess the following characteristics:

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are fundamentally sound and that we believe are underperforming their potential;

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are in a position to utilize our management team’s global network of contacts, which can provide access to differentiated deal flow and significant deal-sourcing capabilities following a business combination;

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are at an inflection point, such as requiring additional management expertise or new operational techniques to drive improved financial performance;

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exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review;

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will offer an attractive risk-adjusted return for our stockholders; the potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks; and

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have been materially impacted by possible market dislocations or that have new market opportunities and would benefit from capital markets access.

In considering the merger, ADEX’s board of directors concluded that GRIID met all of the above criteria.

In particular, the board of directors considered the following positive factors in evaluating the merger under the terms of the merger agreement and in connection with entering into the second amendment, although not weighted or in any order of significance:

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Continued Compelling Financial Metrics and Valuation. The recommendation of ADEX management, which was based upon an updated proposed pro forma enterprise value of approximately $725.0 million and an implied enterprise value to projected 2023 EBITDA multiple of 12.68x and an enterprise value to projected 2023 total revenue multiple of 5.99x (based on the 2022 management projections (as defined below)) after giving effect to the second amendment, which ADEX management believes reflected the significant volatility in the cryptocurrency markets following GRIID and ADEX’s entry into the initial merger agreement.

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GRIID’s Resolution of its Dispute with Blockchain Access. GRIID entered into a settlement and release agreement with Blockchain Access UK Limited (“Blockchain Access”) on October 9,

2022, pursuant to which Blockchain Access waived any potential defaults under the prior credit agreement. The resolution of this dispute and entry into the credit agreement provide GRIID with greater certainty regarding its debt financing.

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New GRIID’s Post-Merger Access to Capital. GRIID entered into the GEM Share Purchase Agreement, which would provide New GRIID with access of up to $200.0 million in equity capital following the closing, but would also result in dilution to New GRIID stockholders.

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Revised Merger Agreement Terms. Our board of directors reviewed the revised financial and other terms and conditions included in the second amendment, including the increased flexibility for ADEX, and determined that they continued to be reasonable and the product of arm’s-length negotiations among the parties.

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Management’s View That Updated Merger Consideration Remains Fair. Our directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and their experience and backgrounds, together with the experience and expertise of ADEX’s advisors, enabled them to make the necessary analyses and determination that the updated merger consideration is fair to ADEX.

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Proven Existing Management Team. GRIID has an experienced management team with a proven track record of operational excellence. We are confident in the management team’s deep industry knowledge and strategic vision and believe that the ADEX and GRIID teams will form a collaborative and effective long-term partnership that is positioned to create and enhance stockholder value going forward.

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Stockholder Approval. Our board of directors considered the fact that in connection with the merger our stockholders have the option to (i) remain stockholders of ADEX, (ii) sell their shares on the open market or (iii) redeem their shares for the per share amount held in the trust account.

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Independent Director Role. Our board of directors is comprised of a majority of independent directors who are not affiliated with the sponsor and its affiliates. In connection with the merger, our independent directors took an active role in evaluating the proposed terms of the merger, including the merger agreement and the related agreements. Our independent directors evaluated and unanimously approved, as members of our board of directors, the merger agreement and the related agreements and the transactions contemplated thereby.

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Other Alternatives. Our board of directors’ belief is that the merger represents the best potential business combination for ADEX based upon the process utilized to evaluate and assess other potential acquisition targets, and our board of directors’ and management’s belief that such processes had not presented a better alternative.

In the course of its deliberations in connection with the initial merger agreement and subsequent amendments, our board of directors also considered a variety of uncertainties, risks and other potentially negative factors relevant to the transaction, including, among others, the following:

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The risk relating to the uncertainty of the projected financial information with respect to GRIID.

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The risk that the terms of GRIID’s credit agreement with Blockchain Access restrict GRIID’s current and future operations, particularly its ability to take certain actions.

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The risk that GRIID’s business is highly dependent on a small number of bitcoin mining equipment suppliers.

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The risks relating to GRIID’s reliance on third parties, including utility providers, for the reliable and sufficient supply of electrical power to its infrastructure.

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The risks relating to GRIID’s ability to obtain and maintain access to its targets of carbon-free power supply.

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The risks relating to GRIID’s ability to execute its business model, including market acceptance of bitcoin.

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The risks relating to GRIID’s status as an early-stage company with a history of operating losses.

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The risk that because GRIID’s miners are designed specifically to mine bitcoin, GRIID’s future success will depend in large part upon the value of bitcoin.

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The risk that the market price of bitcoin may be extremely volatile, including due to potential under-regulation.

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The risks posed by the fact that there is no PIPE as part of the merger, since public investors often rely on PIPE investors for third-party validation of the valuation of a transaction.

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The risks associated with the cryptocurrency industry in general, including the development, effects and enforcement of laws and regulations with respect to the cryptocurrency industry.

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The risks associated with macroeconomic uncertainty and the effects it could have on GRIID’s revenues.

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The risk that ADEX does not retain sufficient tangible assets to meet the requirements of the merger agreement.

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The risk that GRIID might not able to protect its trade secrets or maintain its trademarks, patents and other intellectual property consistent with historical practice.

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The risk that key employees of GRIID might not remain with GRIID following the closing.

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The possibility of litigation challenging the merger.

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The challenge of attracting and retaining senior management personnel.

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The significant fees and expenses associated with completing the merger and related transactions and the substantial time and effort of management required to complete the merger.

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The fact that no financial advisor has delivered or is expected to deliver an opinion regarding the fairness of the merger that takes into account the 2022 management projections, changes in macroeconomic conditions, recent volatility in the market value of bitcoin, the second amendment or the updated merger consideration contemplated thereby.

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The other risks described in the section entitled “Risk Factors.”

After considering the foregoing potentially negative and potentially positive reasons, our board of directors concluded, in its business judgment, that the potentially positive reasons for consummating the merger outweighed the potentially negative reasons for not consummating the merger. In connection with its deliberations, our board of directors did not consider the fairness of the updated merger consideration to any person other than ADEX.

For a more complete description of ADEX’s reasons for approving the merger and the recommendation of ADEX’s board of directors, see the section entitled “Proposal No. 1—The Merger Proposal—ADEX’s Board of Directors’ Reasons for Approval of the Merger.”

Wells Fargo’s Resignation as Lead Placement Agent, Capital Markets Advisor and Financial Advisor

On September 13, 2021, ADEX hired Wells Fargo to serve as financial advisor to ADEX in connection with the merger and on September 14, 2021, ADEX hired Wells Fargo to serve as capital markets advisor to ADEX in

connection with the merger and as lead placement agent in connection with a PIPE transaction. As compensation for its roles as financial advisor and capital markets advisor, Wells Fargo was to receive an aggregate fee of $3.5 million, which was contingent on the closing of the merger. Wells Fargo did not receive any fees in connection with its role as lead placement agent as the PIPE transaction was not consummated. Although the services provided by Wells Fargo as financial advisor, capital markets advisor and lead placement agent were substantially complete, Wells Fargo resigned from those roles on May 26, 2022. In connection with its resignation, Wells Fargo waived all rights to fees and compensation in connection with such roles and disclaimed any responsibility for the contents of this proxy statement/prospectus. In addition, Wells Fargo has informed ADEX that it delivered notice of resignation to the SEC pursuant to Section 11(b)(1) under the Securities Act.

Wells Fargo’s resignation and waiver of fees for services already rendered is unusual. Wells Fargo has not provided any reason to ADEX for its resignation or the waiver of fees. However, at no time prior to or after its resignation through the date of the filing of this proxy statement/prospectus has Wells Fargo indicated to ADEX or GRIID that it has any specific concerns with the merger, nor has it advised ADEX or GRIID that it is in disagreement with the contents of this proxy statement/prospectus or the registration statement of which it forms a part. There is not currently any dispute or disagreement among any of ADEX, GRIID, or Wells Fargo with respect to the scope of Wells Fargo’s engagement, Wells Fargo’s ability to complete its engagement, or the resignation described above.

Although Wells Fargo has waived the right to receive any compensation for the services described above, ADEX and Wells Fargo each continue to have customary obligations with respect to the use of the other party’s confidential information. ADEX also agreed to indemnify Wells Fargo, Wells Fargo’s affiliates and their respective officers, directors, controlling persons, employees, affiliates, agents, counsel and other advisors from and against any and all judgments, losses, claims, damages, costs, fees, expenses or liabilities, joint or several, to which such party may become subject, related to or arising out of Wells Fargo’s engagement or performance of its services, untrue statements of material fact and omissions to state material facts contained in ADEX’s SEC filings, and actual or threatened claims; provided, that such claims do not result solely from Wells Fargo’s gross negligence or willful misconduct. Other than with respect to such potential indemnification obligations, neither ADEX nor GRIID is a party to any agreement that would require the payment of any fees to, or require the reimbursement of any expenses of, Wells Fargo with respect to the merger or any private placement in connection therewith.

Wells Fargo did not prepare or provide any of the disclosures in this prospectus/proxy statement or any analysis underlying such disclosure or any other materials that have been provided to ADEX’s stockholders. Additionally, Wells Fargo was not responsible for the preparation of any materials reviewed by the ADEX board of directors other than providing a general market and process overview. Wells Fargo did identify potential PIPE investors and prepare the PIPE presentation that was provided to potential PIPE investors and the ADEX board of directors. Wells Fargo has not informed ADEX, or to the knowledge of ADEX, any potential PIPE investors, that it has withdrawn its association with the materials described in the immediately preceding sentence.

ADEX did not rely on Wells Fargo, in its roles as capital markets advisor, financial advisor or lead placement agent, in the preparation and analysis of the materials, including the 2021 management projections (as defined below), provided to the ADEX board for use as a component of its overall evaluation of GRIID. The ADEX board did not receive or rely upon any financial or valuation analyses conducted or prepared by Wells Fargo in making its determination that the merger agreement and the merger were advisable, fair to, and in the best interests of, ADEX and its stockholders. Please see “Proposal No. 1—The Merger Proposal—The Merger—Background of the Merger” for further details.

Any services provided by Wells Fargo pursuant to its engagement letters with ADEX were substantially complete at the time of Wells Fargo’s resignation. ADEX and GRIID do not intend to engage additional capital

markets advisors, financial advisors or placement agents. Neither Wells Fargo nor any affiliate of Wells Fargo is a lender to, or has any other material relationship with, ADEX or GRIID and no credit or financing agreements entered into by ADEX or GRIID is impacted by the resignation of Wells Fargo.

At the request of the Division of Corporation Finance of the SEC, ADEX requested that Wells Fargo provide a letter stating whether it agrees with the statements made in this proxy statement/prospectus relating to its resignation. As of the date of this proxy statement/prospectus, ADEX has not received any such letter from Wells Fargo. Wells Fargo’s failure to deliver such letter should not be interpreted to mean that Wells Fargo agrees with this disclosure. As Wells Fargo has disclaimed any responsibility for the disclosure in this proxy statement/prospectus, stockholders should not put any reliance on the fact that Wells Fargo was previously involved with any aspect of the transactions described in this prospectus/proxy statement.

Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration

On November 29, 2021, Lincoln rendered its oral opinion, which was subsequently confirmed in writing on the same date, to the board of directors of ADEX as to the fairness, from a financial point of view, to ADEX of the initial merger consideration to be issued by ADEX in the merger. The board of directors of ADEX did not obtain an opinion from a financial advisor as to the fairness to ADEX, from a financial point of view, of the 58,500,000 shares of ADEX common stock to be issued by ADEX in the merger as merger consideration, as contemplated by the second amendment to the merger agreement.

On October 17, 2022, the parties to the initial merger agreement entered into the second amendment, which, among other things, reduced the merger consideration. No new or updated fairness opinion was obtained in connection with ADEX’s board of directors’ determination that the merger and the second amendment, including the reduction in the merger consideration, was advisable and in the best interests of ADEX and its stockholders. We continue to describe the fairness opinion delivered on November 29, 2021 throughout this proxy statement/prospectus solely to provide historical context for ADEX’s board of directors’ deliberations in connection with its initial assessment of the merger and the initial merger agreement. In light of the updated merger consideration set forth in the second amendment, changes in macroeconomic conditions and recent volatility in the market value of bitcoin, you should not rely on the following discussion of the fairness opinion, any discussion of the fairness opinion elsewhere in this proxy statement/prospectus or the text of the fairness opinion set forth in Annex F, in evaluating whether or not to vote your shares of common stock in favor of the merger proposal or any other proposal set forth in this proxy statement/prospectus or in evaluating whether or not to redeem your IPO Shares.

Lincoln’s November 29, 2021 opinion was directed to the board of directors of ADEX (in its capacity as such) and only addressed the fairness to ADEX, from a financial point of view, of the initial merger consideration to be issued by ADEX in the merger, based upon and subject to the qualifications, procedures, limitations and assumptions set forth in the opinion. The opinion did not address any other terms, aspects or implications of the merger, or any agreements, arrangements or understandings entered into in connection with the merger. Lincoln’s opinion did not address the second amendment, the updated merger consideration contemplated thereby, or the terms of the merger as amended by the second amendment, and does not reflect any other changes in circumstances that had occurred or that may have occurred between the signing of the initial merger agreement and the completion of the merger, including the reduction of the merger consideration pursuant to the second amendment, changes in macroeconomic conditions, or recent volatility in the market value of bitcoin. The summary of Lincoln’s opinion included elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex F to this proxy statement/prospectus and which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other

matters considered by Lincoln in connection with the preparation of its opinion. Neither Lincoln’s opinion nor the summary of its opinion and the related analyses set forth elsewhere in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the board of directors of ADEX, ADEX or any security holder as to how to act or vote on any matter relating to the merger or otherwise.

For a summary of the opinion, please see the section entitled “Proposal No. 1—The Merger Proposal—Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration.”

Redemption Rights

Pursuant to the current charter, we are providing holders of IPO Shares with the opportunity to have such IPO Shares redeemed at the closing of the merger at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the merger, including interest (net of taxes payable), divided by the number of then-outstanding IPO Shares, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their IPO Shares will not be reduced by the deferred underwriting commissions we expect to pay to the IPO underwriters. For illustrative purposes only, based on the fair value of marketable securities held in the trust account as of , , the record date, of $ , the estimated per share redemption price would have been approximately $ . Holders of IPO Shares may elect to redeem such IPO Shares even if they vote for the merger proposal and the other transaction proposals. The current charter provides that a holder of IPO Shares, acting together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of ADEX, will be restricted from exercising this redemption right with respect to more than 15% of our outstanding common stock in the aggregate without the prior consent of ADEX. There will be no redemption rights with respect to our warrants. The sponsor and our directors and officers have agreed to waive their redemption rights for no additional consideration with respect to their shares, including any IPO Shares they may have acquired after our IPO, in connection with the completion of the merger. Permitted transferees of the sponsor and our directors and officers will be subject to the same obligations.

Additionally, IPO Shares properly tendered for redemption will only be redeemed if the merger is consummated; otherwise, holders of such IPO Shares will only be entitled to a pro rata portion of the trust account (including interest but net of taxes payable) in connection with the liquidation of the trust account or if we subsequently complete a different initial business combination on or prior to the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), and such IPO Shares are tendered for redemption in connection with such different initial business combination.

We will pay the redemption price to any holders of IPO Shares who properly exercise their redemption rights promptly following the closing, subject to the minimum net tangible asset condition discussed above. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the special meeting and payment of the redemption price. Any request to redeem IPO Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the closing.

right to participate in, or have any interest in, the future growth of New GRIID following the merger, if any, with respect to such IPO Shares. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

See the section entitled “Proposal No. 1—The Merger Proposal—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Merger on ADEX’s Capitalization

Assuming there are no further redemptions of our shares and that no additional shares are issued prior to completion of the merger, it is anticipated that, upon completion of the merger and related transactions, the ownership of New GRIID by holders of IPO Shares, the initial stockholders and the pre-merger GRIID equity holders will be as follows:

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The holders of IPO Shares would own 2,467,422 shares of common stock, representing 3.6% of New GRIID’s total outstanding shares of common stock;

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The pre-merger GRIID equity holders (including Blockchain, Endeavor and Mr. Alleyne, following the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants) would own 58,500,000 shares of common stock, representing 86.2% of New GRIID’s total outstanding shares of common stock.

The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter, other than the Blockchain, Mr. Alleyne and Endeavor warrants. If the actual facts are different than these assumptions, the percentage ownership retained by ADEX’s existing stockholders in New GRIID following the merger will be different. For example, if we assume that all 13,800,000 IPO warrants and 7,270,000 private placement warrants were exercisable and exercised following completion of the merger and related transactions, then the ownership of ADEX by holders of IPO Shares, the initial stockholders and the pre-merger GRIID equity holders will be as follows:

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The holders of IPO Shares would own 16,267,422 shares of common stock, representing 18.3% of New GRIID’s total outstanding shares of common stock;

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The pre-merger GRIID equity holders (including Blockchain, Endeavor and Mr. Alleyne, following the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants) would own 58,500,000 shares of common stock, representing 65.8% of New GRIID’s total outstanding shares of common stock.

The preceding description of the ownership of ADEX’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof, including any issuances of warrants to GEM or to the sponsor upon conversion of borrowings under the promissory note into warrants, other than the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants immediately prior to the closing. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Board of Directors of New GRIID Following the Merger

Upon the closing, assuming the election of each of the director nominees and re-nominees, the board of directors of New GRIID will consist of the following seven directors: James D. Kelly III, Neal Simmons, Sundar Subramaniam, Tom Zaccagnino, Cristina Dolan, David L. Shrier, and Sharmila Kassam. See “Proposal No. 7—The Director Election Proposal.”

Information about the current ADEX directors and executive officers can be found in the section entitled “Information About ADEX.”

Accounting Treatment

The merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ADEX is treated as the “acquired” company and GRIID is treated as the acquiror for financial statement reporting purposes. GRIID has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

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following the merger, New GRIID will be governed by a board of directors consisting of four members that are initially appointed by GRIID and three initially that are appointed by ADEX;

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the existing GRIID equity holders are expected to represent a majority of the voting power of New GRIID;

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GRIID’s operations prior to the merger will constitute the only ongoing operations of New GRIID;

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GRIID’s senior management will represent a majority of the senior management of New GRIID; and

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GRIID is significantly larger than ADEX in terms of revenue, total assets (excluding cash) and employees.

Accordingly, for accounting purposes, the financial statements of the combined company will represent a continuation of the consolidated financial statements of GRIID with the acquisition being treated as the equivalent of GRIID issuing shares for the net assets of ADEX, accompanied by a recapitalization. The net assets of ADEX will be stated at historical cost, with no goodwill or other intangible assets recorded.

Appraisal Rights

There are no appraisal rights in connection with any of the proposals to be voted on at the Special Meeting. The Company’s warrants do not have voting rights in connection with the proposals.

Proposals to be Put to the Stockholders of ADEX Special Meeting

At the special meeting, you will be asked to consider and vote on a proposal to approve and adopt the merger agreement, the full form of which, including amendments, is attached to this proxy statement/prospectus as Annexes A-1, A-2, and A-3, and approve the transactions contemplated thereby.

In addition, you will be asked to consider and vote on proposals to:

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approve and adopt, assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed charter, a copy of which is attached to this proxy statement/prospectus as Annex D, which, if approved, would take effect upon the closing;

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to approve and adopt, on a non-binding advisory basis, certain differences between the current charter and the proposed charter, which are being presented in accordance with the requirements of the SEC as six separate sub-proposals to:

provide that the board of directors of ADEX be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon;

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assuming the condition precedent proposals are approved and adopted, approve and adopt the incentive plan, substantially in the form attached to this proxy statement/prospectus as Annex E;

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assuming the condition precedent proposals are approved and adopted, approve and adopt an amendment to the current charter in the form attached to this proxy statement/prospectus as Annex G to remove from the current charter prior to the closing (i) the limitation on ADEX’s ability to redeem or repurchase IPO Shares in connection with the consummation of an initial business combination to the extent such redemption would result in ADEX’s failure to have NTA in excess of $5 million after payment of the deferred underwriting commission, and (ii) the limitation that ADEX shall consummate an initial business combination following stockholder approval thereof only if the redemption limitation is not exceeded;

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assuming the condition precedent proposals are approved and adopted, elect seven directors to serve terms as Class I, Class II, and Class III directors on our board of directors until the 2024,

2025 and 2026 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal; and

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Date, Time and Place of Special Meeting

The special meeting will be held at at , Eastern Time, on , , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. The special meeting will be held entirely online. Stockholders may participate in the special meeting by visiting the following website: . Stockholders may also attend the special meeting in listen-only mode by dialing (toll-free within the U.S. and Canada) and (outside of the U.S. and Canada), Conference ID: , but will not be able to vote shares or ask questions during the meeting.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of common stock at the close of business on , , which is the record date for the special meeting. You are entitled to one vote for each share of common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were shares of common stock outstanding.

Proxy Solicitation

ADEX has hired Okapi to assist in the proxy solicitation process. ADEX has agreed to pay Okapi a fee of $ . ADEX will reimburse Okapi for reasonable out-of-pocket losses, damages and expenses. ADEX will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to beneficial owners of shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. they will not be paid any additional amounts for soliciting proxies.

Quorum and Required Vote for Proposals for the Special Meeting

The presence, in person (online) or by proxy, of stockholders holding a majority of the shares issued and outstanding and entitled to vote at the special meeting constitutes a quorum at the special meeting.

proposals, requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting. The election of the director nominees pursuant to the director election proposal requires the affirmative vote of the holders of a plurality of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting.

Under the merger agreement, the approval of each of the condition precedent proposals, the director election proposal, and the incentive plan proposal is a condition to the consummation of the merger. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The director election proposal and the incentive plan proposal are conditioned on the approval of all of the condition precedent proposals, and the adjournment proposal is not conditioned on the approval of any other proposal. If ADEX’s stockholders do not approve any of the condition precedent proposals, the merger may not be consummated.

Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote against each of the proposals, other than the director election proposal, presented at the special meeting. Abstentions will have no effect on the outcome of the director election proposal. Broker non-votes will not be considered present for purposes of establishing a quorum, will have the same effect as a vote against the charter amendment proposal and the NTA proposal, and will have no effect on the outcome of the merger proposal, the NYSE American proposal, the advisory charter proposals, the incentive plan proposal, the director election proposal, or the adjournment proposal. A stockholder’s failure to vote by proxy or to vote in person (online) at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, will have the effect as a vote against the charter amendment proposal and no effect on the outcome of the merger proposal, the NYSE American proposal, the advisory charter proposals, the incentive plan proposal, the director election proposal, and the adjournment proposal.

Recommendation to ADEX Stockholders

After careful consideration, ADEX’s board of directors recommends that ADEX’s stockholders vote “FOR” each proposal being submitted to a vote of ADEX’s stockholders at the special meeting, but expresses no opinion as to whether or not holders of IPO Shares should redeem their IPO Shares.

For more information regarding ADEX’s reasons for the approval of the merger and the recommendation of ADEX’s board of directors, see the section entitled “Proposal No. 1—The Merger Proposal—ADEX’s Board of Directors’ Reasons for Approval of the Merger.”

When you consider the recommendation of the board of directors to vote in favor of approval of these proposals, you should keep in mind that the sponsor and certain of our directors and officers and industry advisors have interests in the merger that are different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” and “Beneficial Ownership of Securities.”

Summary of Risk Factors

In evaluating the transaction proposals, you should carefully read this proxy statement/prospectus, including the annexes included herein, and especially consider the factors discussed in the section entitled “Risk Factors.” The following is a summary of principal risks to which (i) our business, operations and financial performance and (ii) the merger are subject. Each of these risks is more fully described in the individual risk factors contained in the section entitled “Risk Factors.”

Risks Related to GRIID’s Business and Industry

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GRIID has a limited operating history, with operating losses as the business has grown. If GRIID is unable to sustain greater revenues than its operating costs, GRIID will incur operating losses, which could negatively impact its business, financial condition and results of operations.

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Any electricity outage, limitation of electricity supply or increase in electricity costs could materially impact GRIID’s operations and financial performance.

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GRIID may face risks of internet disruptions, which could have an adverse effect on both the price of bitcoin and its ability to operate its business.

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GRIID has identified a material weakness in its internal control over financial reporting. This material weakness could adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

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The terms of its credit agreement restrict GRIID’s current and future operations, particularly its ability to take certain actions.

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GRIID’s business is highly dependent on a small number of bitcoin mining equipment suppliers. Failure of GRIID’s suppliers to perform under the relevant supply contracts for equipment that has already been procured may delay its expansion plans. Failure of suppliers to make new machines available on an ongoing basis could delay GRIID’s expansion plans.

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GRIID’s evolving business model increases the complexity of its business, which makes it difficult to evaluate its future business prospects and could have a material adverse effect on its business, financial condition and results of operations.

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GRIID may not be able to compete effectively against its current and future competitors, which could have a material adverse effect on its business, financial condition and results of operations.

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GRIID’s success will depend significantly on the price of bitcoin, which is subject to risk and has historically been subject to wide swings and significant volatility.

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If demand for transactions in bitcoin declines and is replaced by new demand for other cryptocurrencies, GRIID’s business, financial condition and results of operations could be adversely affected.

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It may take significant time and expenditure for GRIID to grow its bitcoin mining operations through continued development at its existing and planned sites, and its efforts may not be successful.

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COVID-19 or any pandemic, epidemic or outbreak of an infectious disease in any country in which GRIID operates, and any governmental or industry measures taken in response to COVID-19 or any other such infectious disease, may adversely impact its operations.

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GRIID’s management team has limited experience managing a public company.

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GRIID may be vulnerable to climate change, severe weather conditions and natural and man-made disasters, including earthquakes, fires, floods, hurricanes, tornadoes, severe storms (including impacts from rain, snow, lightning and wind), as well as power outages and other industrial incidents, which could severely disrupt the normal operation of its business and adversely affect its results of operations.

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Bitcoin held by GRIID is not subject to Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation protections.

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GRIID may be affected by price fluctuations in the wholesale and retail power markets.

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GRIID may be exposed to cybersecurity threats and hacks, which could have a material adverse effect on its business, financial condition and results of operations.

Risks Related to Bitcoin

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Bitcoin is a form of technology which may become redundant or obsolete in the future.

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There is a lack of liquid markets in bitcoin, and these markets are subject to possible manipulation.

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If a malicious actor or botnet obtains control of more than 50% of the processing power on the bitcoin blockchain, such actor or botnet could manipulate the bitcoin blockchain, which would adversely affect an investment in GRIID or its ability to operate.

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To the extent that the profit margins of digital asset mining operations are not high, mining participants are more likely to sell their earned bitcoin, which could constrain bitcoin prices.

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Digital asset trading platforms for bitcoin may be subject to varying levels of regulation, which exposes GRIID’s bitcoin holdings to risks.

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Bitcoin transactions are irrevocable and, if stolen or incorrectly transferred, bitcoin may be irretrievable. As a result, any incorrectly executed bitcoin transactions could have a material adverse effect on GRIID’s business, financial condition and results of operations.

Risks Related to Third Parties

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Banks and financial institutions may not provide bank accounts, or may cut off certain banking or other financial services, to bitcoin investors or businesses that engage in bitcoin-related activities or that accept bitcoin as payment.

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The IRS and certain states have taken the position that digital assets are property for income tax purposes.

Risks Related to Regulations and Regulatory Frameworks

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Regulatory changes or actions may restrict the use of bitcoin in a manner that adversely affects GRIID’s business, prospects or operations.

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GRIID’s business and financial condition may be materially adversely affected by increased regulation of energy sources.

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If GRIID were deemed an “investment company” under the 1940 Act, applicable restrictions could make it impractical for GRIID to continue its business as contemplated and could have a material adverse effect on its business.

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Any change in the interpretive positions of the SEC or its staff with respect to cryptocurrencies or digital asset mining firms could have a material adverse effect on GRIID.

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Increasing scrutiny and changing expectations from investors, lenders, customers, government regulators and other market participants with respect to GRIID’s Environmental, Social and Governance policies may impose additional costs on GRIID or expose GRIID to additional risks.

Risks Related to GRIID’s Intellectual Property

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If GRIID is unable to protect the confidentiality of its trade secrets or other intellectual property rights, its business and competitive position could be harmed.

Risks Related to ADEX and the Merger

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The sponsor and certain of our directors, our officers and our industry advisors have interests in the merger that are different from or are in addition to other stockholders in recommending that

stockholders vote in favor of approval of the merger proposal and approval of the other proposals described in this proxy statement/prospectus.

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After completion of the merger, we will be controlled by GRIID, whose interests may conflict with our interests and the interests of other stockholders.

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No opinion from any financial advisor was obtained in connection with the second amendment. ADEX does not have a financial advisor, as ADEX did not engage any additional financial advisors after the resignation of Wells Fargo and did not engage Lincoln to provide an updated fairness opinion in connection with the second amendment. The opinion of Lincoln obtained in connection with the initial merger agreement did not reflect changes in circumstances that had occurred or that may had occurred between the signing of the initial merger agreement and the completion of the merger, including the reduction of the merger consideration pursuant to the second amendment, changes in macroeconomic conditions, or recent volatility in the market value of bitcoin.

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Because of the redemptions that were effected in connection with the extension approval, we no longer satisfy the continued listing standard of the NYSE that requires us to maintain an average aggregate global market capitalization attributable to our publicly-held shares over a consecutive 30 trading day period of at least $40,000,000. This has resulted in the NYSE halting trading of our securities and will require us to transfer our listing to an alternative securities exchange.

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We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, substantial doubt exists as to our ability to continue as a going concern if we do not consummate an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter). If we are unable to effect an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), we will be forced to liquidate and our warrants will expire worthless.

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If we were deemed to be an “investment company” under the 1940 Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which would make it difficult for us to complete the merger.

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The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the merger agreement may result in a conflict of interest when determining whether such changes to the terms of the merger agreement or waivers of conditions are appropriate and in the best interests of our stockholders.

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Subsequent to our completion of the merger, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Risks Related to Redemption

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We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination even though a substantial majority of our stockholders elected to have their IPO Shares redeemed in connection with the extension meeting.

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If you or a “group” of stockholders are deemed to hold in excess of 15% of our outstanding common stock, you will lose the ability to redeem all such shares in excess of 15% of our outstanding common stock.

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There is no guarantee that a stockholder’s decision whether to redeem its IPO Shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

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Redemptions of IPO Shares may subject us to excise tax obligations.

Litigation Relating to the Merger

There can be no assurances that complaints or demands will not be filed or made with respect to the merger. Please see the section entitled “Proposal No. 1—The Merger Proposal—Litigation Relating to the Merger.”

Emerging Growth Company

ADEX is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to non-emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. ADEX intends to take advantage of the benefits of this extended transition period. This may make comparison of ADEX’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

ADEX will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of its initial public offering or (b) in which it has total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) it is deemed to be a large accelerated filer, which means the market value of its common stock that are held by non-affiliates exceeds $700 million as of the prior June 30, or (y) the date on which it has issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

Controlled Company

Immediately upon consummation of the merger, it is expected that New GRIID will be a “controlled company” within the meaning of the NYSE American listing standards, and as a result, New GRIID will qualify for, and intends to rely on, exemptions from certain NYSE American listing standards. For more information see “Risk Factors—Risks Related to ADEX and the Merger—Because New GRIID will be a “controlled company” within the meaning of the NYSE American listing standards §713(b), New GRIID stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.”

RISK FACTORS

The risks described below should be carefully considered before making an investment decision. This proxy statement/prospectus also contains forward-looking statements that involve risks and uncertainties. See the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ADEX,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID” in this proxy statement/prospectus. The value of your investment following the completion of the merger will be subject to significant risks affecting, among other things, New GRIID’s business, consolidated financial condition or results of operations. The trading price of our, or, following the merger, New GRIID’s, securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment.

Risks Related to GRIID’s Business and Industry

We have a limited operating history, with operating losses as the business has grown. If we are unable to achieve and sustain greater revenues than our operating costs, we will incur operating losses, which could negatively impact our business, financial condition and results of operations.

We began operating the company in May 2018. Accordingly, we have a limited operating history, which makes an evaluation of our future prospects difficult. As of September 30, 2022, we had an approximate balance of cash and cash equivalents of $2,070,000, and an accumulated deficit of approximately $63.8 million. Our operating results will likely fluctuate moving forward as we focus on increasing our capacity, and as the market price of bitcoin fluctuates. We may be subject to many risks common to new and growing businesses, including cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. Additionally, we will continue to be exposed to numerous risks and volatility associated with the bitcoin mining and power generation sectors, including fluctuating bitcoin to U.S. dollar prices, the costs of bitcoin miners, the number of market participants mining bitcoin, the availability of other power generation facilities to expand operations and regulatory changes. There is no assurance that we will be successful in achieving a return on your investment or meeting other metrics of success.

Our future business plan requires substantial expenses in the establishment and operation of our business and there can be no assurance that subsequent operational objectives will be achieved. Our success will ultimately depend on our ability to generate cash from our business. If we do not achieve our operational objectives, and to the extent that we do not generate cash flow and income, our financial performance and long-term viability may be materially and adversely affected. An investment in New GRIID’s common stock must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.

Our operating results may fluctuate due to the highly volatile nature of cryptocurrencies in general and, specifically, bitcoin.

All of our sources of revenue will be dependent on cryptocurrencies and, specifically, bitcoin and the broader blockchain and bitcoin mining ecosystem. Due to the highly volatile nature of the cryptocurrency markets and the prices of cryptocurrency assets, our operating results may fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader cryptocurrency ecosystem. Our operating results may fluctuate as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

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macroeconomic conditions;

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changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;

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adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;

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increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive;

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system errors, failures, outages and computer viruses, which could disrupt our ability to continue mining;

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power outages and certain other events beyond our control, including natural disasters and telecommunication failures;

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breaches of security or privacy;

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our ability to attract and retain talent; and

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our ability to compete with our existing and new competitors.

As a result of these factors, it may be difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of our business and the bitcoin mining ecosystem, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates, and our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.

The market price of bitcoin has recently been volatile. The market price of bitcoin is impacted by a variety of factors, and is determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. As further described herein, the crypto assets industry has been negatively impacted by recent bankruptcy filings of FTX, and its affiliated hedge fund Alameda Research LLC, in addition to other bankruptcy filings of crypto companies throughout 2022. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of speculation regarding future appreciation in the value of bitcoin, or New GRIID’s share price, inflating and making their market prices more volatile or creating “bubble” type risks for both bitcoin and shares of New GRIID’s securities. Further, volatility in crypto asset pricing could lead to other impacts such as increased risks of legal proceedings or governmental scrutiny of us and our affiliates, either in the United States or in other jurisdictions.

The terms of the credit agreement with Blockchain Access restrict GRIID’s current and future operations, particularly its ability to take certain actions.

The Fourth Amended and Restated Credit Agreement with Blockchain Access (the “credit agreement”) contains a number of restrictive covenants that impose significant operating and financial restrictions on GRIID and may limit GRIID’s ability to engage in acts that may be in GRIID’s long-term best interest, including restrictions on GRIID’s ability to:

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make certain loans and investments;

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pay certain dividends or make other distributions or repurchase or redeem capital stock;

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sell assets;

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incur or permit certain liens;

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incur or permit certain additional indebtedness and guarantee obligations;

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make any investment or acquisitions other than as specifically permitted;

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enter into certain transactions with affiliates; and

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alter the businesses GRIID conducts.

In addition, the restrictive covenants in the credit agreement require GRIID to maintain specified financial ratios and satisfy other financial condition tests. GRIID’s ability to meet those financial ratios and tests can be affected by events beyond its control, and GRIID may be unable to meet them.

A breach of the covenants under the credit agreement could allow the lenders to accelerate the debt or exercise other remedies. In addition, if GRIID were unable to repay the amounts due and payable under the credit agreement, the lenders could proceed against the collateral securing the debt.

GRIID has identified material weaknesses in its internal control over financial reporting. These material weaknesses could adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

GRIID’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. GRIID’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

In connection with the evaluation of internal controls and procedures for the period ended September 30, 2022, GRIID identified a material weakness in its internal control over financial reporting related to the improper accounting of warrants issued in connection with certain debt and equity transactions. As a result of this material weakness, GRIID management concluded that its internal control over financial reporting was not effective as of September 30, 2022.

In connection with the evaluation of the internal controls and procedures for the period ended December 31, 2021, GRIID identified a material weakness in its internal controls over financial reporting related to the reclassification of realized gains and losses from the sale of crytpocurrencies from nonoperating income to operating in its statement of operations and the reclassification of cash proceeds related to the sale of crytpocurrencies from cash flows from investing activities to cash flows from operating activities in its statement of cash flows. As a result of this material weakness, GRIID management concluded that its internal control over financial reporting was not effective as of December 31, 2021.

Any failure to maintain such internal control could adversely impact New GRIID’s ability to report its financial position and results from operations on a timely and accurate basis. If New GRIID’s financial statements are not accurate, investors may not have or may not believe they have a complete understanding of New GRIID’s operations. Likewise, if New GRIID’s financial statements are not filed on a timely basis, New GRIID could be subject to sanctions or investigations by the NYSE American or any other stock exchange on which New GRIID’s common stock will be listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on New GRIID’s business. Failure to timely file may also cause New GRIID to be ineligible to utilize short form registration statements on Form S-3, which may impair New GRIID’s ability to raise capital in a timely fashion to execute its business strategies. Ineffective internal controls could also cause investors to lose confidence in New GRIID’s reported financial information, which could have a negative effect on the trading price of its stock.

GRIID can give no assurance that the measures it has taken and plans to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if GRIID is successful in strengthening its controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of its financial statements.

Any electricity outage, limitation of electricity supply or increase in electricity costs could materially impact our operations and financial performance.

Our mining operations have historically required significant amounts of electrical power. The costs of electric power account for a significant portion of our cost of revenue. We require a significant electric power supply to conduct our mining activity, operating critical mining facilities and equipment infrastructure. We rely on third parties, including utility providers, for the reliable and sufficient supply of electrical power to our infrastructure. We cannot guarantee that these third parties will be able to consistently provide sufficient levels of electrical power or will have the necessary infrastructure to deliver any additional power that we may require, or that we will be able to procure power from or recontract with them on commercially acceptable terms. Restrictions on the supply of, or our failure to procure, sufficient electricity could adversely affect our business, financial condition and results of operations.

Our access to electricity, or to sufficient electricity, may be affected by climate change, acts of God, utility equipment failure or scheduled and unscheduled maintenance that result in electricity outages to the utility’s or the broader electrical network’s facilities. These electricity outages may occur with limited or no warning and be of an unpredictable duration. Further, our counterparties may be unable to deliver the required amount of power for a variety of technical or economic reasons. As bitcoin mining is power intensive and backup power generation may be expensive to procure, any backup electricity supplies may not be sufficient to power any or all of our bitcoin mining equipment in an affected location for the duration of the outage. The effects of any such events, including any significant nonperformance by counterparties, could have a material adverse effect on our business, financial condition, and operating results.

The price that we pay for electricity is dependent on numerous factors including sources of generation, commodity prices, regulatory environment, electricity market structure, instantaneous supply/demand balances, counterparty and procurement method. These factors may be subject to change over time and result in increasing power costs, which could have a material adverse effect on our operating results and financial condition.

Additionally, our mining operations could be materially adversely affected by prolonged power outages. Although our miners may be powered by backup generators on a temporary basis, it would not be feasible or cost-effective to run miners on back-up power generators for extended periods of time. We would likely need to reduce or cease our operations in the event of an extended power outage or as a result of the unavailability or increased cost of electrical power, which would materially and adversely affect our business and results of operations.

We may face risks of internet disruptions, which could have an adverse effect on both the price of bitcoin and our ability to operate our business.

The bitcoin network, and our business of mining bitcoin, are dependent upon the internet. A disruption in internet connectivity could disrupt the bitcoin network’s operations, which could have an adverse effect on the price of bitcoin and our ability to mine bitcoin. A broadly accepted and widely adopted decentralized network is necessary for the bitcoin network to function as intended. Features of the bitcoin network, such as decentralization, open-source protocol and reliance on peer-to-peer connectivity, are essential to preserve the stability of the bitcoin network and decrease the risk of fraud or cyber-attacks. A disruption of the internet or the bitcoin network could affect the ability to transfer bitcoin, and consequently the value of bitcoin, as well as our ability to mine bitcoin. A significant disruption of internet connectivity could prevent the bitcoin network’s functionality and operations until the internet disruption is resolved. Additionally, our mining sites’ activities are dependent upon internet access. Any disruption to internet connectivity at any of our mining sites could have a negative impact on business performance.

Our business is highly dependent on a small number of bitcoin mining equipment suppliers. Failure of our suppliers to perform under the relevant supply contracts for equipment that has already been procured may delay our expansion plans. Failure of suppliers to make new machines available on an ongoing basis could delay our expansion plans.

Our business is highly dependent upon bitcoin mining equipment suppliers such as Bitmain, MicroBT, Intel and others providing an adequate supply of new generation bitcoin mining machines at economical prices to us. The growth of our business is dependent upon the availability of new generation mining machines offered for sale at a price conducive to profitable bitcoin mining, as well as the trading price of bitcoin. The market price and availability of new mining machines fluctuates with the price of bitcoin and can be volatile. Higher bitcoin prices increase the demand for mining equipment and increase the cost. In addition, as more companies seek to enter the mining industry, the demand for machines may outpace supply and create mining machine equipment shortages. There are no assurances that bitcoin mining equipment suppliers, such as Bitmain, MicroBT, Intel and others, will be able to keep pace with any surge in demand for mining equipment. Further, mining machine purchase contracts are not favorable to purchasers and we may have little or no recourse in the event a mining machine manufacturer defaults on its mining machine delivery commitments. If we are not able to obtain a sufficient number of bitcoin mining machines at favorable prices, our growth expectations, business, financial condition and results of operations will be negatively impacted.

Supply chain and logistics issues for us or our suppliers may delay our expansion plans or increase the cost of constructing our infrastructure.

The equipment used in our business is generally manufactured by third parties using a large amount of commodity inputs. Our third-party manufacturers, suppliers, sub-contractors and customers have been disrupted by worker absenteeism, quarantines, restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures or other travel or health-related restrictions, as a result of the COVID-19 pandemic. Supply chain disruptions may also occur from time to time due to a range of factors beyond our control, including, but not limited to, climate change, increased costs of labor, freight costs and raw material prices along with a shortage of qualified workers or unforeseen global events such as the armed conflict between Russia and Ukraine. See also “—We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.” Such issues may cause delays in the delivery of, or increases in the cost of, the equipment used in our operations, which could materially impact our business, financial condition and results of operations and may delay our expansion plans.

Cancellation or withdrawal of required operating and other permits and licenses could materially impact our operations and financial performance.

In each jurisdiction in which we operate, it is typical that we must obtain certain permits, approvals and/or licenses in order to construct and operate our facilities. If such permits, approvals and/or licenses are not granted, or if they are suspended, terminated or revoked, it may result in delays in construction of our facilities or require us to halt all or part of our operations. Such circumstances could have a material adverse effect on our business, financial condition and operating results.

Our evolving business model increases the complexity of our business, which makes it difficult to evaluate our future business prospects and could have a material adverse effect on our business, financial condition and results of operation.

Our business model has significantly evolved since our formation in 2018 and we expect it to continue to do so in the future. As cryptocurrency assets and blockchain technologies become more widely available, we expect the services and products associated with them to evolve. As a result, our business model may require us to

evolve as well. We may need to modify aspects of our business model relating to our strategy from time to time and we cannot offer any assurance that these or any other modifications will be successful. Further, any new services that we offer that are not favorably received by the market could damage our reputation or our brand. There can be no assurance that we will ever generate sufficient revenues or achieve profitably in the future or that we will have adequate working capital to meet our obligations as they become due. In the event that we do not effectively evaluate future business prospects, successfully implement new strategies or adapt to our evolving industry, it will have a material adverse effect on our business, financial condition and results of operations.

Our future success depends on our ability to expand our organization to match the growth of our activities, and any failure to manage our growth effectively could place strains on our managerial, operational and financial resources and could adversely affect our business, financial condition and results of operation.

As our operations grow, the demands upon us will grow, and our success will depend upon our ability to meet those demands. We require certain financial, managerial and other resources, which could create challenges to our ability to successfully manage operations and impact our ability to assure compliance with its policies, practices and procedures. These demands include, among others, increased executive, accounting, management, legal services, staff support and general office services. We may need to hire additional qualified personnel to meet these demands, the cost and quality of which depends in part upon market factors outside of our control. Further, we will need to effectively manage the training and growth of our staff to maintain an efficient and effective workforce, and our failure to do so could adversely affect our business, financial condition and results of operations. Currently, we have limited personnel in our organization to meet our organizational and administrative demands. If we fail to manage our growth effectively or to develop and expand our managerial, operational and financial resources and systems, we may not be able to execute on our business plan, respond to competitive pressures or take advantage of market opportunities and our business, financial condition and results of operations would be adversely affected.

We may not be able to compete effectively against our current and future competitors, which could have a material adverse effect on our business, financial condition and results of operations.

The bitcoin mining ecosystem is highly innovative, rapidly evolving and characterized by intense competition, experimentation and frequent introductions of new products and services, and is subject to uncertain and evolving industry and regulatory requirements. We expect competition to increase in the future as existing competitors expand their operations, new competitors enter the industry, and new products are introduced or existing products enhanced. We compete against a number of companies operating globally that focus on mining digital assets.

Our existing and potential competitors may have various competitive advantages over us, such as:

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greater name recognition, longer operating histories and larger market shares;

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more established marketing, banking and compliance relationships;

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greater mining capabilities;

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more timely introduction of new technologies;

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preferred relationships with suppliers of mining machines and other equipment;

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access to more competitively priced power;

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greater financial resources to make acquisitions;

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lower labor, compliance, risk mitigation and research and development cost;

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established core business models outside of the mining or trading of digital assets, allowing them to operate on lesser margins or at a loss;

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operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; and

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substantially greater financial, technical and other resources.

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition and results of operations could be adversely affected.

There are several new and existing competitors in our industry that are purchasing mining equipment at scale, which may cause delays or difficulty in us obtaining new miners, which could materially and adversely affect our business and results of operations.

Many of the competitors in our industry have also been purchasing mining equipment at scale, which has caused a world-wide shortage of mining equipment and extended the corresponding delivery schedules for new miner purchases. There are no assurances that manufacturers, including the manufacturers we currently utilize, will be able to keep pace with the surge in demand for mining equipment. It is uncertain how manufacturers will respond to this increased global demand and whether they can deliver on the schedules promised to all of their customers.

In the event manufacturers are not able to keep pace with demand, we may not be able to purchase miners in sufficient quantities or on the delivery schedules that meet our business needs. Additionally, should manufacturers default on their purchase agreements with us, we would have to pursue recourse, which would be costly and time consuming to resolve, and there is no guarantee we would succeed in recovering any of our deposits paid for such miner purchases, which could materially and adversely affect our business, financial condition and results of operations.

Our future success will depend significantly on the price of bitcoin, which is subject to risk and has historically been subject to wide swings and significant volatility.

We generate substantially all of our revenue from the generation and sale of bitcoin. The price of bitcoin is highly speculative and is not based on the performance of an underlying business. Furthermore, the price of bitcoin could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory, tax or other conditions. Changes in the legislative or regulatory environment, or actions by governments or regulators that impact the cryptocurrency industry generally, could also affect the price of bitcoin. These factors may inhibit consumer trust in and market acceptance of bitcoin as a means of exchange, which could have a material adverse effect on our business, prospects, or operations and potentially the value of any bitcoin we mine. The speculative nature of the price of bitcoin and past dramatic volatility in pricing, particularly in recent months, may create risks for the volatile trading price of bitcoin.

There is no assurance that bitcoin will maintain its value or that there will be meaningful levels of trading activities to support markets in bitcoin. A decline in the market value of bitcoin or in the demand for trading bitcoin could lead to a corresponding decline in the value of our bitcoin assets and the number of transactions on the bitcoin blockchain network.

If demand for transactions in bitcoin declines or is replaced by demand for other cryptocurrencies, our business, financial condition and results of operations could be adversely affected.

Our business is highly dependent on strong bitcoin demand relative to other cryptocurrencies in the market. As such, in addition to the factors impacting the broader cryptoeconomy, our business may be adversely affected, and growth in our revenues may slow or decline, if market demand for bitcoin deteriorates and is supplanted by other cryptocurrencies such as Ethereum and Solana. In addition, negative perceptions surrounding bitcoin relative to other cryptocurrencies may cause bitcoin to fall out of favor. If other cryptocurrencies, such as Ethereum and Solana, surpass bitcoin in market demand over a sustained period of time, such a trend could harm our business. Also, competition from public and central bank backed digital currencies could undercut the need for other cryptocurrencies such as bitcoin. Additionally, stablecoins (commodity-backed or fiat-backed) could undercut demand for other cryptocurrencies, including bitcoin. All of these factors could cause the value of bitcoin to decline, and if the value of bitcoin were to continue to be low or decline further, particularly if such

decline were significant or over an extended period of time, our operating results would be adversely affected, and there could be a material adverse effect on our ability to continue as a going concern or to pursue our bitcoin strategy at all, which could have a material adverse effect on our business, prospects or operations, and harm investors in New GRIID’s securities.

Although we do not hold any bitcoin for third parties, our business, financial condition and results of operations may still be adversely affected by recent events beyond our control.

While we do not hold any bitcoin for third parties, our business, financial condition and results of operations could be adversely affected by recent events beyond our control, including the fallout from the Chapter 11 Bankruptcy filings of cryptocurrency exchanges FTX Trading Ltd., et al. (“FTX”) (including its affiliated hedge fund, Alameda Research LLC), crypto hedge fund Three Arrows Capital (“Three Arrows”) and crypto lenders Celsius Network LLC, et al. (“Celsius”), Voyager Digital Ltd., et al. (“Voyager”), BlockFi Inc., et al. (“BlockFi”) and Genesis Global Holdco, LLC, et al. (“Genesis”). Most recently, in January 2023, Genesis filed for Chapter 11 bankruptcy. Genesis is owned by Digital Currency Group Inc. (“DCG”), who also owns Foundry Digital LLC, one of our custodians. At this time, we believe that there are no material risks to our business arising from our indirect exposure to Genesis. Although (i) we have no direct exposure to any cryptocurrency entities that have recently filed for Chapter 11 bankruptcy; (ii) we have no assets that may not be recovered due to these bankruptcies; and (iii) we have no exposure to any other counterparties, customers, custodians or other crypto asset market third parties known to us to have (x) experienced material excessive redemptions, withdrawals or suspended redemptions or withdrawal of crypto assets, (y) the crypto assets of their customers unaccounted for, or (z) experienced material compliance failures, our business, financial condition and results of operations may not be immune to unfavorable investor sentiment resulting from these recent developments in the broader cryptocurrency industry.

The digital asset exchanges on which cryptocurrencies, including bitcoin, trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Such failures may result in a reduction in the price of bitcoin and other cryptocurrencies and can adversely affect an investment in us and New GRIID.

Digital asset exchanges on which cryptocurrencies, including bitcoin, trade are relatively new and, in most cases, largely unregulated. Many digital exchanges do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, cryptocurrency exchanges, including prominent exchanges handling a significant portion of the volume of digital asset trading.

In response to the recent bankruptcy filings of FTX and its affiliated hedge fund Alameda Research LLC, in addition to other bankruptcy filings of crypto companies throughout 2022, the digital asset markets, including the market for bitcoin specifically, have experienced extreme price volatility, and several other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital assets markets and in bitcoin. These events have also negatively impacted the liquidity of the digital assets markets as certain entities affiliated with FTX engaged in significant trading activity. If the liquidity of the digital assets markets continues to be negatively impacted by these events, digital asset prices, including the price of bitcoin, may continue to experience significant volatility and confidence in the digital asset markets may be further undermined. Because the value of bitcoin is derived from the continued willingness of market participants to exchange government-issued currency that is designated as legal tender in its country of issuance for bitcoin, permanent and total loss of the value of bitcoin may result should the marketplace for bitcoin be jeopardized or disappear entirely. These potential consequences of a digital asset exchange’s failure could adversely affect an investment in us and New GRIID.

We are continuing to monitor and evaluate our risk management procedures, but we believe our current risk management procedures are reasonably designed and effective. The perceived lack of stability in digital asset exchanges and a potential decline in the value of bitcoin could adversely affect an investment in New GRIID.

Furthermore, any non-temporary decrease in the price of bitcoin would cause a risk of increased losses or impairments in our investments or other assets.

It may take significant time and expenditure for us to grow our bitcoin mining operations and our efforts may not be successful.

The continued development of our existing and planned facilities is subject to various factors beyond our control. There may be difficulties in integrating new equipment into existing infrastructure, constraints on our ability to connect to or procure the expected electricity supply capacity at our facilities, defects in design or construction, diversion of management resources, insufficient funding, or other resource constraints. Actual costs for development may exceed our planned budget. There may be difficulty acquiring land either through lease, purchase, or some other means, zoning intended locations for our commercial activities, or permitting the land to develop the facilities. All these challenges could delay or halt expansion and therefore negatively impact business performance.

We intend to expand by acquiring and developing additional sites, taking into account a number of important characteristics such as availability of renewable energy, electrical infrastructure and related costs, geographic location and the local regulatory environment. We may have difficulty finding sites that satisfy our requirements at a commercially viable price, or that satisfy our timing requirements associated with our expansion plans. Furthermore, there may be significant competition for suitable cryptocurrency mining sites, and government regulators, including local permitting officials, may potentially restrict our ability to set up cryptocurrency mining operations in certain locations.

Transfer of sites that we have contractually secured may ultimately fail to complete due to factors beyond our control (e.g. due to default or non-performance by counterparties). In addition, estimated power availability at sites secured could be materially less than initially expected or not available at all, and processes to secure permits, approvals and/or licenses to construct and operate our facilities could be delayed in regulatory processes or may not be successful.

Development and construction delays, cost overruns, changes in market circumstances, an inability to find suitable data center locations as part of our expansion, and other factors may adversely affect our operations, financial position and financial performance.

COVID-19 or any pandemic, epidemic or outbreak of an infectious disease in any country in which we operate, and any governmental or industry measures taken in response to COVID-19 or any other such infectious disease, may adversely impact our operations.

The COVID-19 pandemic has had unpredictable and unprecedented impacts in the United States and nearly every other country in the world. In response to the pandemic, governmental authorities around the world, including the United States and elsewhere, introduced various measures to limit the spread of the pandemic, including travel restrictions, border closures, business closures, quarantines, self- and forced isolations, shelter-in-place orders and social distancing. COVID-19 reduced the number of new generation machines available for purchase by prospective customers, reduced demand for our services and delayed and continues to frustrate and delay global supply chains that has impacted and will continue to impact the pace at which new mining machines are added to our facilities. The continued impact or a resurgence of COVID-19, including the emergence of additional variant strains of COVID-19, could have a material impact on our business financial condition and results of operations and any such impact will be determined by the severity and duration of the continuing pandemic.

The nature and extent of the effect of COVID-19 on our financial performance, particularly in the longer term, is unknown. The continued uncertainty, as well as a likelihood of an economic downturn of unknown duration or severity in certain jurisdictions key to our business, means that we may be unable to accurately forecast our operating costs or financial performance.

As the COVID-19 pandemic continues to develop, governments (at national, provincial and local levels), corporations and other authorities may continue to implement restrictions or policies that could adversely affect global capital markets, the global economy, bitcoin and other cryptocurrency prices, and New GRIID’s stock price.

Our management team has limited experience managing a public company.

Members of our management team have not previously served as management of a publicly traded company and therefore do not have experience complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our immediate transition to being a public company. Upon the closing of the merger, we will be subject to significant regulatory oversight and reporting obligations under the federal securities laws, as well as the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

Our success and future growth will, to a significant degree, depend on the skills and services of our management. The loss of any members of our management team or our inability to execute an effective succession plan could adversely affect our business.

Our success and future growth will to a significant degree depend on the skills and services of our management, including our Chief Executive Officer, James D. Kelly III, Chief Technology Officer, Dwaine Alleyne, Chief Operating Officer, Gerard F. King II, Chief Research Officer, Michael W. Hamilton, and Chief Financial Officer, Allan J. Wallander. We will need to continue to grow our management to alleviate pressure on our existing team and to set up and develop our business. If our management, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be significantly harmed. Furthermore, if we fail to execute an effective contingency or succession plan with the loss of any member of management, the loss of such management personnel could have a material adverse effect on our business, financial condition, and results of operations.

We do not maintain any key person life insurance policies. The loss of any member of our management team, investment professionals or other key personnel could make it more difficult to execute its business strategy and, therefore, have a material adverse effect on our business, financial condition, and results of operations.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business, which in turn could have a material adverse effect on our business, financial condition and results of operation.

We believe our success depends on the efforts and talent of our employees, including facility design, construction management, operations, data processing, engineering, IT, risk management and communications personnel. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

In addition, we invest significant time and expenses in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services could diminish, resulting in a material adverse effect on our business, financial condition and results of operations.

The potential acquisition of businesses, services or technologies may not be successful or may adversely affect our existing operations.

As part of our business strategy, we intend to make acquisitions of other companies, products and technologies. We have limited experience in acquisitions. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms in the future, if at all. Further, the pursuit of potential acquisitions may divert the attention of management and cause us to incur expenses in identifying, investigating and pursuing suitable acquisitions, regardless of whether or not they are ultimately completed.

If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated synergies, strategic advantages or earnings from the acquired business due to a number of factors, including:

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incurrence of acquisition-related costs;

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unanticipated costs or liabilities associated with the acquisition;

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the potential loss of key employees of the target business;

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use of resources that are needed in other parts of our business; and

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use of substantial portions of our available cash to complete the acquisition.

We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of New GRIID’s common stock. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur more debt, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business. In addition, if an acquired business fails to meet expectations, our business, financial condition and results of operations may be adversely affected.

We are vulnerable to risks associated with climate change, severe weather conditions and natural and man-made disasters, including earthquakes, fires, floods, hurricanes, tornadoes, severe storms (including impacts from rain, snow, lightning and wind), and warfare, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

Our business may be subject to the risks of climate change, severe weather conditions and natural and man-made disasters, including earthquakes, fires, floods, hurricanes, tornadoes, severe storms (including impacts from rain, snow, lightning and wind), and warfare, as well as power outages and other industrial incidents, any of which could result in system failures, power supply disruptions and other interruptions that could harm our business. The potential physical impacts of climate change on our properties and operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. The impacts of climate change may materially and adversely impact the cost, production and financial performance of our operations. Further, any impacts to our business, financial condition and results of operations as a result of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may result in adverse physical effects on portions of our infrastructure, which could disrupt our supply chain and ultimately our business operations. Also, disruption of transportation, power and distribution systems could result in reduced operational efficiency. Additionally, unforeseen global events such as the armed conflict between Russia and Ukraine could adversely affect our business and results of operations. See also “—We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial

condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.”

We do not currently, and may not in the future, carry business interruption insurance sufficient to compensate for the losses that may result from interruptions in our operations as a result of inability to operate or failures of equipment and infrastructure at our facilities. A system outage could have a material adverse effect on our business, financial condition and results of operations.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. In late February 2022, Russian military forces launched significant military action against Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for some of our mining equipment components. Our operations would be particularly vulnerable to potential interruptions in the supply of certain critical materials and metals, such as neon gas and palladium, which are used in semiconductor manufacturing. Any interruption to semiconductor chip supply could significantly impact our ability to receive the mining equipment. Furthermore, any potential increase in geopolitical tensions in Asia could also significantly disrupt existing semiconductor chip manufacturing and increase the prospect of an interruption to the semiconductor chip supply across the world. The world’s largest semiconductor chip manufacturer is located in Taiwan and a large part of equipment and materials for our bitcoin mining, including ASIC chips, is manufactured in, and imported from, Taiwan. A setback to the current state of relative stability in Asia could compromise existing semiconductor chip production and have downstream implications for our company. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business, including any future impairment or other charges.

Additionally, Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to a broad array of new or expanded sanctions, export controls, and other measures against Russia and others supporting Russia’s economy or military efforts being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Any of the abovementioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this proxy statement/prospectus.

Our existing insurance coverage may not be adequate to cover all of our potential losses, and increased self-insurance and other insurance costs could materially and adversely affect our business and results of operations.

We maintain insurance policies for our business that provide us with some protection in the event our miners are lost or damaged, however, these insurance policies and protections may not be adequate to protect us from liabilities that we may incur in connection with the operation of our business. Certain extraordinary hazards, for example, may not be covered, and insurance may not be available (or may be available only at prohibitively

expensive rates) with respect to many other risks. Moreover, any loss incurred could exceed policy limits, and policy payments made to us may not be made on a timely basis.

Additionally, the premiums we pay to obtain insurance coverage may, and are likely to, increase over time. These increases in insurance premiums can occur unexpectedly and without regard to our efforts to limit them, and, because of these rising costs, we may not be able to obtain similar levels of insurance coverage on reasonable terms, or at all. If this occurs, we may choose or be forced to self-insure our assets, which could expose us to significant financial risk. If insurance costs become unacceptably high and we elect to self-insure, and we experience a significant casualty event resulting in the loss of some or all of our miners, we could be forced to expend significant capital resources to acquire new replacement miners. If such casualty loss of our miners is not adequately covered by insurance and we do not have access to sufficient capital resources to acquire replacement miners, we may not be able to compete in our rapidly evolving and highly competitive industry, which could materially and adversely affect our financial condition and results of operations, and our business could suffer.

Furthermore, the bitcoin held by us is not insured by any government-sponsored investor protection program or otherwise. Therefore, any loss of bitcoin held by us, either through an information security failure, a mistaken transaction or otherwise, would not be reimbursed. This could adversely affect our business, financial condition and results of operations.

We may not have adequate sources of recovery if the bitcoin held by us is lost, stolen or destroyed.

If the bitcoin held by us is lost, stolen or destroyed under circumstances rendering a party liable to us, the responsible party may not have the financial resources sufficient to satisfy its claim. For example, as to a particular event of loss, the only source of recovery for us might be limited, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim by us.

Bitcoin held by us is not subject to FDIC or SIPC protections.

We do not hold bitcoin with a banking institution or a member of the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”) and, therefore, the bitcoin we hold is not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions.

We may be affected by price fluctuations in the wholesale and retail power markets.

Our power arrangements may vary depending on the markets in which we operate, and comprise fixed and variable power prices, including arrangements that may contain certain price adjustment mechanisms in case of certain events. Furthermore, some portion of our power arrangements may be priced by reference to published index prices and, thus, reflect market movements outside of our control.

A substantial increase in electricity costs or a fall in bitcoin exchange values could render bitcoin mining ineffective or not viable for us. Market prices for power, generation capacity and ancillary services, are unpredictable. An increase in market prices for power, generation capacity, and ancillary services may adversely affect our business, prospects, financial condition, and operating results. Long- and short-term power prices may fluctuate substantially due to a variety of factors outside of our control, including, but not limited to:

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increases and decreases in the quantity and type of generation capacity;

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changes in network charges;

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fuel costs;

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new generation technologies;

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changes in power transmission constraints or inefficiencies;

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climate change and volatile weather conditions, particularly unusually hot or mild summers or unusually cold or warm winters;

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technological shifts resulting in changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools, expansion and technological advancements in power storage capability and the development of new fuels or new technologies for the production or storage of power;

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federal, state, local and foreign power, market and environmental regulation and legislation;

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changes in capacity prices and capacity markets; and

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power market structure (e.g. energy-only vs. energy and capacity markets).

If we are unable to secure power supply at prices or on terms acceptable to us, it would potentially have a material adverse effect on our business, financial condition and operating results.

We may be exposed to cybersecurity threats and hacks, which could have a material adverse effect on our business, financial condition and results of operations.

The threats to network and data security are increasingly diverse and sophisticated. In addition, cybersecurity researchers anticipate an increase in cyberattack activity in connection with the Russian invasion of Ukraine. Although we have not taken specific actions as a result of the situation in Ukraine, we have made efforts and instituted processes to prevent breaches. Despite such efforts and processes, our computer servers and computer systems may be vulnerable to cybersecurity risks, including denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar disruptions from unauthorized tampering with our computer servers and computer systems. The preventive actions we take to reduce the risk of cyber incidents and protect our information technology and networks may be insufficient to repel a major cyber-attack in the future. To the extent that any disruption or security breach results in a loss or damage to our network, in unauthorized disclosure of confidential information or in a loss of our bitcoin, it could cause significant damage to our reputation, lead to claims against us and ultimately have a material adverse effect on our business, financial condition and results of operations. Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

We may only have limited control over our mining operation.

Our mining operation comprises blockchain mining technologies that depend on a network of computers to run certain software programs to solve complex transactions in competition with other mining operations and to process transactions. Because of this less centralized model and the complexity of our mining operation, we have limited control over the success of our mining operations. While we participate in mining pools to combine our mining operations with other mining participants to increase processing power to solve blocks, there can be no assurance that such pools will adequately address this risk.

We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.

We may from time to time become subject to claims, arbitrations, individual and class action lawsuits, government and regulatory investigations, inquiries, actions or requests, including with respect to employment matters, and other proceedings alleging violations of laws, rules and regulations, both foreign and domestic. The scope, determination and impact of such litigation, government and regulatory investigations, enforcement actions, disputes and proceedings to which we are subject cannot be predicted with certainty, and may result in:

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substantial payments to satisfy judgments, fines or penalties;

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substantial outside counsel legal fees and costs;

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additional compliance and licensure requirements;

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loss or non-renewal of existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business;

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loss of productivity and high demands on employee time;

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criminal sanctions or consent decrees;

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barring of certain employees from participating in our business in whole or in part;

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orders that restrict or suspend our business or prevent us from offering certain products or services;

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changes to our business model and practices;

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delays and/or interruptions to planned transactions, product launches or improvements; and

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damage to our brand and reputation.

Any such matters can have an adverse impact, which may be material, on our business, operating results or financial condition because of legal costs, diversion of management resources, reputational damage and other factors.

The transition of digital asset validation from proof-of-work mining algorithms to proof-of-stake validation may significantly impact the value of our capital expenditures and investments in machines and real property to support proof-of-work mining, which could make us less competitive and ultimately adversely affect our business and the value of our New GRIID’s common stock.

Proof-of-stake is an alternative method of validating distributed ledger transactions. Proof-of-stake methodology does not rely on resource intensive calculations to validate transactions and create new blocks in a blockchain, but rather the validator of the next block is determined, sometimes randomly, based on a methodology in the blockchain software. Rewards, and sometimes penalties, are issued based on the amount of digital assets a user has “staked” in order to become a validator.

Our business strategy currently focuses entirely on mining bitcoin (as opposed to other digital assets). Additionally, all of our hardware is limited to mining using a “proof-of-work” protocol based on the SHA-256 hashing algorithm. Should bitcoin shift from a proof-of-work validation method to a proof-of-stake method, the transaction verification process (i.e. “mining” or “validating”) would require less power and may render any company that maintains advantages in the current climate with respect to proof-of-work mining (for example, from lower-priced electricity, processing, computing power, or real estate) less competitive or less profitable, including ours. For example, the Ethereum blockchain, another popular blockchain with a widely traded digital asset, has recently completed a transition from proof-of-work to proof-of-stake, in part to achieve more efficiency in relation to the energy consumption of its network and production and verification of its blockchain. If this transition is successful, current Ethereum mining equipment and other investments in Ethereum mining operations could become obsolete or be repurposed for mining other digital assets, which may be less profitable.

If bitcoin shifts to proof-of-stake validation, we may lose the benefit of our capital investments and the competitive advantage we hope to gain from our capital investments, which were intended to improve the efficiency of our bitcoin mining operations only with respect to proof-of-work networks. Further, a shift in market demand from proof-of-work to proof-of-stake protocols could impair our business and operations which are based on hardware that is strictly limited to mining digital assets based on the SHA-256 algorithm. Such events could have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, financial condition and results of operating.

Bitcoin is a form of technology which may become redundant or obsolete in the future.

Bitcoin currently holds a “first-to-market” advantage over other digital assets and is currently the market leader, in terms of value and recognition, in the digital assets market. This first-to-market advantage is driven in large part by having the largest user base and, more importantly, the largest combined mining power in use to secure the bitcoin network. Despite the current first-to-market advantage of the bitcoin network over other digital asset networks, the digital asset market continues to grow rapidly as the value of existing digital assets rises, new digital assets enter the market and demand for digital assets increases. Therefore, it is possible that another digital asset could become comparatively more popular than bitcoin in the future. As a result, the emergence of a digital asset that erodes bitcoin’s market share and value could have a material adverse effect on our business, financial condition and results of operations.

The utilization of digital assets technologies is influenced by public acceptance and confidence in its integrity and potential application, and if public acceptance or confidence is lost for any reason, the use of that technology may become less attractive, with users instead utilizing alternative digital assets. If preferences in the digital assets markets shift away from proof-of work networks such as bitcoin, or the market otherwise adopts new digital assets, this could result in a significant reduction in the value of bitcoin, which could have a material adverse effect on our business, financial condition and results of operations, including the value of the bitcoin that it mines or otherwise acquires or holds for its own account.

The price of new miners may be linked to the market price of bitcoin and other cryptocurrencies, and our costs of obtaining new and replacement miners may increase along with the market price of bitcoin and other cryptocurrencies, which may have a material and adverse effect on our financial condition and results of operations.

Our business, financial condition and results of operations are dependent on our ability to sell the bitcoin we mine at a price greater than our costs to produce that bitcoin. We incur significant up-front capital costs each time we acquire new miners, and, if future prices of bitcoin are not sufficiently high, we may not realize the benefit of these capital expenditures. As the price for new miners we buy increases, our cost to mine a single bitcoin also increases, therefore requiring a corresponding increase in the price of bitcoin for us to maintain our results of operations, to the extent we sell the bitcoin shortly after mining it.

The global supply chain for miners is presently constrained due to unprecedented demand coupled with a global semiconductor (including microchip) shortage, with a significant portion of available miners being acquired by companies with substantial resources. Semiconductors are utilized in various devices and products and are a crucial component of miners. Supply chain constraints coupled with increasing demand has led to increased pricing and limited availability for semiconductors. Prices for both new and older models of miners have been on the rise and these supply constraints are expected to continue for the foreseeable future. China, a major supplier of miners, has seen a production slowdown as a result of COVID-19. Should similar outbreaks or other disruptions to the China-based global supply chain for mining hardware occur, we may not be able to obtain adequate replacement parts for our existing miners or to obtain additional miners on a timely basis, if at all, or we may only be able to acquire miners at premium prices. Such events could have a material adverse effect on our ability to pursue our strategy, which could have a material adverse effect on our business and the value of our securities.

There is a lack of liquid markets in bitcoin, and these markets are subject to possible manipulation.

Cryptocurrencies that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have rules and regulations regarding marketplace conduct, and monitor investors transacting on such platforms for fraud and other improprieties. These conditions may not necessarily be replicated on a digital assets trading platform, depending on the platform’s controls and other policies, and there are no controls regarding transactions that take place outside of organized exchanges. Although some

digital assets trading platforms are subject to regulation and monitor for illegal activity, because the bitcoin market itself is unregulated, there are few means to prevent manipulation of prices for the overall market. These factors may decrease liquidity or volume or may otherwise increase volatility of bitcoin, which may have a material adverse effect on our ability to monetize the bitcoin we mine.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining a digital asset, it may be able to alter the digital asset network or blockchain on which transactions of the digital asset are recorded by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude, or modify the ordering of transactions, though it could not generate new bitcoin or digital assets or transactions using such control. The malicious actor could “double-spend” its own bitcoin or digital assets (i.e., spend the same bitcoin or digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control. To the extent that such malicious actors or botnets did not yield their control of the processing power on the bitcoin or other network, or the bitcoin or other community did not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.

Although there are no known reports of malicious activity or control of the bitcoin blockchain achieved through controlling over 50% of the processing power on the network, it is believed that certain mining pools may have exceeded the 50% threshold. The approach towards and possible crossing of the 50% threshold indicate a greater risk that a single mining pool could exert authority over the validation of digital asset transactions. To the extent that the digital assets ecosystems do not act to ensure greater decentralization of digital asset mining processing power, the feasibility of a malicious actor obtaining in excess of 50% of the processing power on any digital asset network (e.g., through control of a large mining pool or through hacking such a mining pool) will increase, which may adversely affect our business, financial condition and results of operations.

To the extent that the profit margins of digital asset mining operations are not high, mining participants are more likely to sell their earned bitcoin, which could constrain bitcoin prices.

Over the past few years, digital asset mining operations have evolved from individual users mining with computer processors, graphics processing units and first-generation ASIC servers. Currently, new processing power is predominantly added by incorporated and unincorporated “professionalized” mining operations. Professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment of significant capital to acquire this hardware, to lease or develop operating space (often in data centers or warehousing facilities), and to pay the costs of electricity and labor to operate the mining farms. As a result, professionalized mining operations are of a greater scale than prior mining operations and have more defined and regular expenses and liabilities. These regular expenses and liabilities require professionalized mining operations to maintain profit margins on the sale of digital assets. To the extent the price of digital assets declines and such profit margin is constrained, professionalized mining participants are incentivized to more immediately sell digital assets earned from mining operations, whereas it is believed that individual mining participants in past years were more likely to hold newly mined digital assets for more extended periods. The immediate selling of newly mined digital assets greatly increases the trading volume of the digital assets, creating downward pressure on the market price of digital asset rewards. The extent to which the value of digital assets mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined digital assets rapidly if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is negative. In a low profit margin

environment, a higher percentage could be sold more rapidly, thereby potentially depressing digital asset prices. Lower digital asset prices could result in further tightening of profit margins for professionalized mining operations creating a network effect that may further reduce the price of digital assets until mining operations with higher operating costs become unprofitable forcing them to reduce mining power or cease mining operations temporarily. Such circumstances could have a material adverse effect on our business, prospects or operations and potentially the value of bitcoin and any other digital assets we mine or otherwise acquire or hold for our own account.

The “halving” of rewards available on the bitcoin network, or the reduction of rewards on other networks, has had and in the future could have a negative impact on our ability to generate revenue as our customers may not have an adequate incentive to continue transaction processing and customers may cease transaction processing operations altogether, which could have a material adverse effect on our business, financial condition and results of operations.

Under the current protocols governing the bitcoin network, the reward for validating a new block on that network is cut in half from time to time, which has been referred to in our industry as the “halving.” When the bitcoin network was first launched, the reward for validating a new block was 50 bitcoin. In 2012, the reward for validating a new block was reduced to 25 bitcoin. In July 2016, the reward for validating a new block was reduced to 12.5 bitcoin, and in May 2020, the reward was further reduced to 6.25 bitcoin. The next halving of awards is expected to occur in May 2024 and following such halving, the reward for validating a new block will be reduced to 3.125 bitcoins. In addition, other networks may operate under rules that, or may alter their rules to, limit the distribution of new digital assets. We currently rely on these rewards to generate a significant portion of our total revenue. We have attempted to mitigate the risk to us as a result of halving, including sourcing competitive electricity pricing, sourcing efficient mining hardware across a diverse range of manufacturers, vertically integrating our business model to include container fabrication, proprietary software development in order to lower deployment costs and protecting margins, and self-mining rather than hosting in order to deliver stronger margins that are prepared to tolerate the reduction in bitcoin available due to the halving event. To the extent that other mining companies exit the business, remaining miners are the direct beneficiaries from the lower competition for each 3.125 bitcoin per block. Achieving competitive advantages in the above ways increases the chances for GRIID to be one of these beneficiaries. However, in spite of such mitigation efforts, if the award of digital assets for solving blocks and transaction fees are not sufficiently high, we may not have an adequate incentive to continue transaction processing and may cease transaction processing operations altogether. As a result, the halving of available rewards on the bitcoin network, or any reduction of rewards on other networks, would have a negative impact on our revenues and may have a material adverse effect on our business, financial condition and results of operations.

In addition, the reduction of rewards may reduce our profit margins, which could result in us selling a substantial portion of our bitcoin, which is subject to high volatility. If we are forced to sell bitcoin at low prices, it could have a material adverse effect on our business, financial condition, prospects and results of operations.

We may not be able to realize the benefits of forks, and forks in the bitcoin network may occur in the future that may affect our operations and financial performance.

The future development and growth of bitcoin is subject to a variety of factors that are difficult to predict and evaluate. As bitcoin is built on an open-source protocol without a centralized governing authority, there is a possibility bitcoin develops in ways which are not foreseeable. An example is modification of the bitcoin protocol by a sufficient number of users (known as a “fork”).

The bitcoin protocol has been subject to “forks” that resulted in the creation of new networks, including Bitcoin Cash, Bitcoin Cash SV, Bitcoin Diamond, Bitcoin Gold and others. Some of these forks have caused fragmentation among trading platforms as to the correct naming convention for the forked digital assets. Due to the lack of a central registry or rulemaking body, no single entity has the ability to dictate the nomenclature of

forked digital assets, causing disagreements and a lack of uniformity among platforms on the nomenclature of forked digital assets, which results in further confusion to individuals as to the nature of assets they hold on digital asset trading platforms. In addition, several of these forks were contentious and, as a result, participants in certain digital asset user and developer communities may harbor ill will toward other communities. As a result, certain community members may take actions that adversely impact the use, adoption and price of bitcoin or any of its forked alternatives.

Furthermore, hard forks can lead to new security concerns. For instance, when the Bitcoin Cash and Bitcoin Cash SV network split in November 2018, “replay” attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending,” plagued platforms that traded bitcoin, resulting in significant losses to some digital asset trading platforms. Another possible result of a hard fork is an inherent decrease in the level of security due to the splitting of some mining power across networks, making it easier for a malicious actor to exceed 50% of the mining power of that network, thereby making digital asset networks that rely on proof-of-work more susceptible to attack in the wake of a fork.

Historically, speculation over a new “fork” in the bitcoin protocol has resulted in bitcoin price volatility and future forks may occur at any time. A fork can lead to a disruption of networks and our IT systems could be affected by cybersecurity attacks, replay attacks, or security weaknesses, any of which can further lead to temporary or even permanent loss of our assets. Such disruption and loss could cause us to be exposed to liability, even in circumstances where we have no intention of supporting an asset compromised by a fork. Additionally, a fork may result in a scenario where users running the previous protocol will not recognize blocks created by those running the new protocol, and vice versa. This may render our bitcoin mining hardware incompatible with the new bitcoin protocol. Such changes may have a material effect on our operations, financial position and financial performance.

Because our miners are designed specifically to mine bitcoin, our future success will depend in large part upon the value of bitcoin, and any sustained decline in its value could adversely affect our business, financial condition and results of operations.

Our operating results will depend in large part upon the value of bitcoin because it is the only cryptocurrency we currently mine. Specifically, our revenues from our bitcoin mining operations are based upon two factors: (1) the number of bitcoin rewards we successfully mine and (2) the fair market value of bitcoin on the date earned. In addition, our operating results are directly impacted by changes in the value of bitcoin because under the value measurement model, both realized and unrealized changes will be reflected in our statement of operations (i.e., we mark bitcoin to fair value each quarter). This means that our operating results will be subject to swings based upon increases or decreases in the value of bitcoin. The introduction of alternative cryptocurrencies, such as those backed by central banks known as Central Bank Digital Currencies, could significantly reduce the demand for bitcoin. This would reduce both our ability to earn mining rewards and transaction fees, and would also impair our ability to monetize the bitcoin we earn in accordance with our financial projections.

Digital asset trading platforms for bitcoin may be subject to varying levels of regulation, which exposes our digital asset holdings to risks.

Platforms on which digital assets may trade, such as the one we use to monetize our bitcoin, pose special risks, as these platforms are generally new and the rules governing their activities are less settled and their activities may be largely unregulated or under-regulated, and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. Digital asset platforms may be startup businesses with limited institutional backing, limited operating history, and no publicly available financial information. This can lead to increased price volatility. In addition, a failure of an important digital asset trading platform could result in a loss of confidence in digital assets generally, resulting in our inability to monetize the bitcoin we mine in accordance with our financial projections.

Bitcoin traded on the bitcoin blockchain do not rely on a trusted intermediary or depository institution. The participation in trading platforms requires users to take on credit risk by transferring bitcoin from a personal account to a third party’s account. Accordingly, we are exposed to the digital asset trading platform’s credit risk with respect to each bitcoin transaction we make. Digital asset exchanges may also impose daily, weekly, monthly, or customer-specific transaction or distribution limits or suspend withdrawals entirely, rendering the exchange of digital assets for fiat currency difficult or impossible. Additionally, digital asset prices and valuations on exchanges may be volatile and subject to influence by many factors, including the levels of liquidity on particular platforms and operational interruptions and disruptions. The prices and valuation of digital assets (e.g., bitcoin) remain subject to any volatility experienced by trading platforms, and any such volatility can adversely affect the value of the bitcoin that we mine. It is possible that while engaging in transactions with various digital asset platforms located throughout the world, any such platform may cease operations voluntarily or involuntarily due to theft, fraud, security breach, liquidity issues, or government investigation without any recourse available to us.

Digital asset platforms for bitcoin may be appealing targets for cybercrime, hackers and malware and have been shut down or experienced losses of assets placed on the exchange as a result of cybercrime, and any such event is likely to result in the complete loss of assets placed on such a platform. Any governmental or regulatory action against such a digital asset trading platform may cause assets on such exchange to become frozen for a substantial period of time or forfeited, and could result in material opportunity costs or even in the total loss of such assets. In addition, banks may refuse to process or support wire transfers to or from digital asset trading platforms.

There are a limited number of digital asset trading platforms for bitcoin in operation, and many operate in jurisdictions outside of the United States. Trading on digital asset platforms outside of the United States may involve certain risks not applicable to trading on digital asset exchanges that operate in the United States. Foreign markets may be subject to instability, lack of regulation, temporary closures due to fraud, business failure, local capital requirements or government-mandated regulations. Digital asset platforms located outside the United States may not be subject to regulatory, investigative, or prosecutorial authority through which an action or complaint regarding missing or stolen digital assets may be brought. Additionally, due to lack of globally consistent treatment and regulation of digital assets, certain platforms located outside the United States may not be currently available to, or may in the future become unavailable to, certain persons or entities based on their country of domicile, including the United States.

While we perform diligence on our counterparties and any digital asset trading platforms that we may use, it may be difficult, or even impossible, to sufficiently verify the ultimate ownership and control of a digital asset trading platform and other information for evaluating the risks associated with such counterparty or platform. Any of our digital assets that reside on a trading platform that shuts down may be permanently unrecoverable, misapplied or otherwise lost. Additionally, to the extent that the digital asset platforms representing a substantial portion of the trading volume in a particular digital asset are involved in fraud or experience security failures or other operational issues, such failures may result in loss or less favorable prices of the digital assets, which may adversely affect our business and results of operations, and consequently, an investment in New GRIID’s common stock.

Because there is limited precedent for financial accounting for bitcoin and other digital assets, the determinations that we have made for how to account for digital asset transactions may be subject to change.

Because there is limited precedent for the financial accounting for bitcoin and other digital assets and related revenue recognition and no official guidance has been provided by the Financial Accounting Standards Board or the SEC, it is unclear how we may in the future be required to account for digital asset transactions and assets and related revenue recognition. Changes in regulatory or financial accounting standards could require us to change the accounting methods we currently intend to employ in respect of our anticipated revenues and assets and restate any financial statements produced based on those methods. Such a change or restatement could

require increased professional fees and expenses and time commitment by management to address matters related to the change or restatement, increased scrutiny by the SEC and other regulatory bodies, civil or criminal penalties or stockholder litigation, which could adversely affect our business, prospects, financial condition and results of operation.

Bitcoin transactions are irrevocable and, if stolen or incorrectly transferred, bitcoin may be irretrievable. As a result, any incorrectly executed bitcoin transactions could have a material adverse effect on our business, financial condition and results of operations.

Bitcoin transactions are irrevocable, and stolen or incorrectly transferred bitcoin may be irretrievable. As a result, any incorrectly executed or fraudulent bitcoin transactions could adversely affect our investments and assets. Bitcoin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the bitcoin from the transaction. Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of bitcoin or a theft thereof generally will not be reversible and if an incorrect transfer or theft occurs, we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our bitcoin rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Further, at this time, we are not aware of any specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen bitcoin. As a result, if there is human error, theft, or criminal action, we will need to rely on existing private investigative entities to investigate any potential loss of our bitcoin assets. These third-party service providers rely on data analysis and compliance of internet service providers with traditional court orders to reveal information such as the IP addresses of any attackers who may target us. Our inability to recover any losses from such action, error or theft, could have a material adverse effect on our business, financial condition and results of operations.

Political or economic crises may motivate large-scale sales of bitcoin, which could result in a reduction in some or all of bitcoin’s values and adversely affect our business, financial condition and results of operations.

Geopolitical crises may motivate large-scale purchases of bitcoin, which could increase the price of bitcoin rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates, adversely affecting the value of our inventory following such downward adjustment. Such risks are similar to the risks of purchasing commodities in general in uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in bitcoin as investors focus their investment on less volatile asset classes as a means of hedging their investment risk.

As an alternative to fiat currencies that are backed by central governments, bitcoins are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of bitcoins either globally or locally. Large-scale sales of bitcoins would result in a reduction in some or all bitcoins’ values and may adversely affect our business, financial condition and results of operations.

Our operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in bitcoins or tracking bitcoin markets.

We compete with other users and/or companies that are mining bitcoin and other potential financial vehicles that seek to provide exposure to bitcoin, including securities backed by, or linked to, bitcoins. Market and financial conditions, and other conditions beyond our control, may make it more attractive to invest in certain financial vehicles, or to invest in bitcoin directly, which could limit the market for New GRIID’s common stock and reduce its liquidity. In addition, the emergence of other financial vehicles and exchange-traded funds that

provide exposure to bitcoin prices have been scrutinized by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could be applied to our business and impact our ability to successfully pursue our strategy or operate at all, or to establish or maintain a public market for New GRIID’s common stock.

The global market for bitcoin is generally characterized by supply constraints that may differ from those present in the markets for commodities or other assets such as gold and silver. The mathematical protocols under which bitcoin is mined permit the creation of a limited, predetermined amount of currency, while others have no limit established on total supply. To the extent that other vehicles investing in bitcoin or tracking bitcoin markets form and come to represent a significant proportion of the demand for digital assets, large redemptions of the securities of those vehicles and the subsequent sale of bitcoin by such vehicles could negatively affect bitcoin prices and therefore affect the value of any bitcoin inventory we hold.

Currently, we believe there is relatively limited use of bitcoin in the retail and commercial marketplace in comparison to relatively sizable use by speculators, thus contributing to price volatility that could adversely affect an investment in New GRIID’s common stock.

We believe bitcoin has not yet gained widespread acceptance as a means of payment for goods and services by any major retail or commercial outlets. We believe a significant portion of the demand for bitcoin is generated by speculators and investors, some of whom may have no knowledge of the inner workings of bitcoin. Certain of these investors may seek to profit from the short-term or long-term holding of bitcoin, and thus, may contribute to bitcoin price volatility. A lack of expansion in the use of bitcoin in retail and commercial markets, or a contraction of such use, may result in increased price volatility of bitcoin or a reduction in the market price of bitcoin or in the demand for bitcoin which would reduce the performance of the business and the value of bitcoin held by us, any of which could have a material adverse effect on our business, financial condition and results of operations.

As more processing power is added to a network, our relative percentage of total processing power on that network is expected to decline absent significant capital investment, which has an adverse impact on our ability to generate revenue from processing transactions on that network and could have a material adverse effect on our business, financial condition and results of operations.

Processing power on networks has been increasing rapidly over time while the rewards and transaction fees available on those networks tends to decline over time. In order to grow or maintain the revenue we generate from processing transactions on such networks, we are required to invest significant capital to acquire new computer servers, expand our power capacity and otherwise increase our effective processing power on such networks. In the event we are unable to invest sufficient capital to grow or maintain the level of our processing power on a network relative to the total processing power of such network, our revenue from the applicable network will decline over time and as a result, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, a decrease in the price of computer servers may result in an increase in transaction processors, which may lead to more competition for fees in a particular network. In the event we are unable to realize adequate fees on a network due to increased competition, our revenue from the applicable network will decline over time and in turn, it could have a material adverse effect on our business, financial condition and results of operations.

Our transactions in bitcoin may expose us to countries, territories, regimes, entities, organizations and individuals that are subject to sanctions and other restrictive laws and regulations.

The Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and the U.S. Department of State administer and enforce economic sanctions programs based on foreign policy and national security goals against targeted countries, territories, regimes, entities, organizations and individuals. These laws

and regulations may be implicated by a number of digital assets activities, including investing or trading. Because of the anonymous nature of blockchain transactions, we may not be able to determine the ultimate identity of the individuals with whom we transact when buying or selling digital assets or receive bitcoin through mining (e.g. transaction fees, or rewards from mining pool), and thus may inadvertently engage in transactions with persons, or entities or territories that are the target of sanctions or other restrictions. Moreover, U.S. federal law prohibits any U.S. person from knowingly or unknowingly possessing any visual depiction of child pornography. We are aware of recent media reports that have suggested that persons have imbedded such depictions on one or more blockchains. To the extent government enforcement authorities enforce these and other laws and regulations that are impacted by blockchain technology, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm our reputation and affect the value of New GRIID’s common stock.

The market price of bitcoin may be extremely volatile, including due to potential under-regulation. Rapid decreases in the price of bitcoin could have a materially adverse effect on our business, financial condition and results of operations.

Bitcoin is represented and trades on a ledger-based platform that may not necessarily benefit from a viable trading market. Stock exchanges have rules and regulations regarding marketplace conduct, and monitor investors transacting on such platforms for fraud and other improprieties. These conditions may not necessarily be replicated on a bitcoin trading platform, depending on the platform’s controls and other policies, and there are no controls regarding transactions that take place outside of organized exchanges. The market price of bitcoin has been and may in the future continue to be extremely volatile. These factors may decrease liquidity or volume or may otherwise increase volatility of bitcoin, which will have a material adverse effect on our ability to monetize the bitcoin we mine and therefore have an adverse effect on our business, financial condition and results of operations.

Regulatory actions in one or more countries could severely affect the right to acquire, own, hold, sell or use bitcoin or to exchange them for fiat currency.

One or more countries, such as India or Russia, may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use bitcoin or to exchange them for fiat currency. In some nations, including China, it is illegal to accept payment in bitcoin for consumer transactions and banking institutions are barred from accepting deposits of cryptocurrencies. Such restrictions may adversely affect us as the large-scale use of bitcoin as a means of exchange is presently confined to certain regions.

Furthermore, in the future, foreign governments may decide to subsidize or in some other way support certain large-scale bitcoin mining projects, thus adding hashrate to the overall network. Such circumstances could have a material adverse effect on the amount of bitcoin we may be able to mine, the value of bitcoin and any other cryptocurrencies we may potentially acquire or hold in the future and, consequently, our business, financial condition and results of operations.

Bitcoin exchanges, wallets and the bitcoin network may suffer from hacking and fraud risks, which may adversely erode user confidence in bitcoin, which could negatively affect the bitcoin price and our revenues.

Bitcoin transactions are entirely digital and, as with any virtual system, are at risk from hackers, malware and operational glitches. Hackers can target bitcoin exchanges and custody providers, to gain access to thousands of accounts and digital wallets where bitcoin is stored. Bitcoin transactions and accounts are not insured by any type of government program and all bitcoin transactions are permanent because there is no third party or payment processor. Bitcoin has previously suffered from hacking and cyber-theft which have affected its demand and price. Also, the price and exchange of bitcoin may be subject to fraud risk. While bitcoin uses private key encryption to verify owners and register transactions, fraudsters and scammers may attempt to sell false bitcoin. All of the above may adversely affect the operation of the bitcoin network, which would erode user confidence in bitcoin and could negatively impact our business and ability to monetize the bitcoin that we mine.

Technological advancement in computing may make our operations and ASICs obsolete. The mining hardware market for ASICs does not undergo rapid performance improvements anymore. Earlier in the SHA-256 ASIC development cycle when bitcoin mining hardware had yet to catch up to current foundry node sizes, technological leaps in hash power and efficiency were more common and made all previous units obsolete. Since the release of the Antminer S9, these improvements have been incremental and older generation hardware is commonly run in the market. It is possible that there will be a significant breakthrough in hash power and/or efficiency that would make existing ASIC miners obsolete, severely impact the company’s balance sheet and forward looking performance and, should we not have access to this technology, could render all operations non-viable.

Bitcoin mining activities are energy-intensive, which may restrict the geographic locations of miners, in particular, to locations with renewable sources of power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to bitcoin miners, including us, or bitcoin mining activities generally.

Mining bitcoin requires significant amounts of electrical power, and electricity costs are expected to account for a material portion of our operating costs. There has been a substantial increase in the demand for electricity for bitcoin mining, and this has had varying level of impact on local electricity supply. The availability and cost of electricity will impact the geographic locations in which we conduct mining activities.

Additionally, renewable sources of power currently form a large portion of our power mix and we expect them to continue to do so in the future. Renewable power may, depending on the source, be intermittent or variable and not always available. Some electrical grids have little storage capacity, and the balance between electricity supply and demand must be maintained at all times to avoid blackouts or other cascading problems. Intermittent sources of renewable power can provide challenges as their power can fluctuate over multiple time horizons, forcing the grid operator to adjust its day-ahead, hour-ahead, and real-time operating procedures. Any shortage of electricity supply or increase in electricity costs in any location where we operate or plan to operate may negatively impact the viability and the expected economic return for bitcoin mining activities in that location.

Should our operations require more electricity than can be supplied in the areas where our mining facilities are located or should the electrical transmission grid and distribution systems be unable to provide the regular supply of electricity required, we may have to limit or suspend activities or reduce the speed of our proposed expansion, either voluntarily or as a result of either quotas imposed by energy companies or governments, or increased prices for certain users (such as us). If we are unable to procure electricity at a suitable price, we may have to shut down our operations in that particular jurisdiction either temporarily or permanently.

There may be significant competition for suitable bitcoin mining sites, and government regulators, including local permitting officials, may potentially restrict our ability to set up mining sites in certain locations. The significant consumption of electricity may have a negative environmental impact, including contribution to climate change, which may give rise to public opinion against allowing the use of electricity for bitcoin mining activities.

If bitcoin mining becomes more widespread, government scrutiny related to bitcoin mining facilities and their energy consumption may significantly increase. This could lead to new governmental measures restricting or prohibiting the use of electricity for bitcoin mining activities, or bitcoin mining activities generally.

If we are forced to reduce our operations due to the availability or cost of electrical power, or restrictions on bitcoin mining activities, this will have an adverse effect on our business, prospects, financial condition and operating results.

The open-source structure of the bitcoin network protocol means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol.

The bitcoin network operates based on an open-source protocol, not represented by an official organization or authority. Instead it is maintained by a group of core contributors, largely on the Bitcoin Core project on GitHub.com. This group of contributors is currently headed by Wladimir J. van der Laan, the current lead maintainer. As the bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the bitcoin network protocol. Although the MIT Media Lab’s Digital Currency Initiative funds the current maintainer Wladimir J. van der Laan, among others, this type of financial incentive is not typical. The lack of guaranteed financial incentive for contributors to maintain or develop the bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the bitcoin network may reduce incentives to address the issues adequately or in a timely manner.

There can be no guarantee that developer support will continue or be sufficient in the future. Additionally, some development and developers are funded by companies whose interests may be at odds with other participants in the network or with investors’ interests. To the extent that material issues arise with the bitcoin network protocol and the core developers and open-source contributors are unable or unwilling to address the issues adequately or in a timely manner, the bitcoin network and consequently our business, prospects, financial condition and operating results could be adversely affected.

Significant contributors to all or a network for any particular digital asset, such as bitcoin, could propose amendments to the respective network’s protocols and software that, if accepted and authorized by such network, could adversely affect our business.

The bitcoin network is maintained by a group of contributors, largely on the Bitcoin Core project on GitHub.com, currently headed by Wladimir J. van der Laan. These individuals can propose refinements or improvements to the bitcoin network’s source code through one or more software upgrades that alter the protocols and software that govern the bitcoin network and the properties of bitcoin, including the irreversibility of transactions and limitations on the mining of new bitcoin. Proposals for upgrades and discussions relating thereto take place on online forums.

If a developer or group of developers proposes a modification to the bitcoin network that is not accepted by a majority of miners and users, but that is nonetheless accepted by a substantial plurality of miners and users, two or more competing and incompatible blockchain implementations could result, with one running the pre-modification software program and the other running the modified version (i.e., a second “bitcoin network”). Such a hard fork in the blockchain typically would be addressed by community-led efforts to reunite the forked blockchains, and several prior forks have been resolved successfully. However, a hard fork in the blockchain could materially and adversely affect the perceived value of bitcoin as reflected on one or both incompatible blockchains. Additionally, a hard fork will decrease the number of users and miners available to each fork of the blockchain as the users and miners on each fork blockchain will not be accessible to the other blockchain and, consequently, there will be fewer block rewards and transaction fees may decline in value. Any of the above could have a material adverse effect on our business, prospects, financial condition, and operating results.

Because there has been limited precedent set for financial accounting for bitcoin and other cryptocurrency assets, the determinations that we have made for how to account for cryptocurrency assets transactions may be subject to change.

Because there has been limited precedent set for the financial accounting for bitcoin and other cryptocurrency assets and related revenue recognition and no official guidance has yet been provided by the Financial Accounting Standards Board or the SEC, it is unclear how companies may in the future be required to account for cryptocurrency transactions and assets and related revenue recognition. A change in regulatory or financial accounting standards could result in the necessity to change the accounting methods we currently intend

to employ in respect of our anticipated revenues and assets and restate any financial statements produced based on those methods. Such a restatement could adversely affect our business, prospects, financial condition and results of operation.

The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.

Digital assets, such as bitcoin, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the digital asset networks are prominent, but not unique, parts. The growth of the digital asset industry, in general, and the digital asset networks, in particular, are subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:

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continued worldwide growth in the adoption and use of bitcoin and other digital assets;

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government and quasi-government regulation of bitcoin and other digital assets and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar digital assets systems;

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the maintenance and development of the open-source software protocol of the bitcoin network and Ether network;

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changes in consumer demographics and public tastes and preferences;

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the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

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general economic conditions and the regulatory environment relating to digital assets; and

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the impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight.

The outcome of these factors could have negative effects on our ability to pursue our business strategy, which could have a material adverse effect on our business, prospects, financial condition, and operating results as well as potentially negative effect on the value of bitcoin or any other cryptocurrencies we may potentially acquire or hold in the future.

Risks Related to Third Parties

Although a number of significant U.S. banks and investment institutions have indicated they plan to begin allowing customers to carry and invest in bitcoin, bitcoin’s acceptance and use by banks is relatively uncommon and may never become mainstream. Indeed, a number of companies and individuals engaged in bitcoin have been unable to find banks or financial institutions that are willing to provide them with banking services. Similarly, a number of companies and individuals or businesses associated with bitcoin may have had and may continue to have their existing banking services discontinued with financial institutions in response to government action. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide bitcoin have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of bitcoin as a payment system and harming public perception of cryptocurrencies, and could decrease bitcoin’s usefulness and harm its public perception in the future.

The public perception of bitcoin could be damaged if banks or financial institutions were to close the accounts of businesses engaging in bitcoin. This could occur as a result of compliance risk, cost, government

regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities exchanges, the over-the-counter market and the Depository Trust Company. The adoption or implementation of similar policies, rules or regulations by these or similar entities could negatively affect our relationships with financial institutions and impede our ability to convert bitcoin to fiat currencies. Such factors could have a material adverse effect on our business, financial condition or results of operations.

As a result of the depressed price of bitcoin as compared to its historical high, the cryptocurrency industry has experienced increased credit pressures that could result in additional demands for credit support by third parties or decisions by banks, investors or other companies to reduce or eliminate their exposure to bitcoin and the cryptocurrency industry as a whole, including us. These credit pressures could materially and adversely impact our liquidity.

Our business is heavily dependent on the spot price of bitcoin. The prices of cryptocurrencies, including bitcoin, have experienced substantial volatility, meaning that high or low prices may be based on speculation and incomplete information, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting.

Ongoing depressed bitcoin prices, including the recent decrease to the price of bitcoin, have resulted in, and could result further in, increased credit pressures on the cryptocurrency industry generally. These credit pressures include banks, investors and other companies reducing or eliminating their exposure to the cryptocurrency industry. While many of these pressures are directed to the cryptocurrency industry in general, such pressures in the future could adversely impact New GRIID’s liquidity following the merger if New GRIID needs to restructure or refinance is indebtedness or sell equity or debt securities.

We are subject to counterparty risk with respect to our bitcoin custodians, Coinbase Prime, Foundry and Blockchain.com.

We use Coinbase Prime, Foundry and Blockchain.com to act as custodians for our mined bitcoin. Our bitcoin custodied with each of Coinbase Prime, Foundry and Blockchain.com are not “deposits” within the meaning of U.S. federal or state banking law, and thus balances of digital assets held in our custodian accounts are not subject to FDIC or Securities Investor Protection Corporation protections. The nature of digital assets means that any technological difficulties experienced by any of Coinbase Prime, Foundry and Blockchain.com may prevent us from accessing or using our bitcoin custodied with Coinbase Prime, Foundry and Blockchain.com. Only Coinbase Prime, Foundry or Blockchain.com holds the private keys to wallets associated with our balances, and no one at GRIID has access to these wallets’ private keys. A loss of such private keys relating to, or hack or other compromise of, these digital wallets would adversely affect our ability to access or sell our bitcoin. No physical, operational and cryptographic system for the secure storage of private keys is completely secure, and loss or theft due to operational or other failure of Coinbase Prime’s, Foundry’s or Blockchain.com’s operations is always possible. While we believe that our agreements with each of Coinbase Prime, Foundry and Blockchain.com provide our business with reasonable protections for our operations and the safe storage of our bitcoin, we make no assurances that storing our bitcoin with each of Coinbase Prime, Foundry and Blockchain.com is free from risk. To the best of our knowledge, each of Coinbase Prime, Foundry and Blockchain.com stores our bitcoin in segregated accounts pursuant to agreements we have with each of them. However, if any of Coinbase Prime, Foundry and Blockchain.com were to breach our agreements and comingle our bitcoin with bitcoin of others, our bitcoin could be compromised. Additionally, if any of Coinbase Prime, Foundry and Blockchain.com were to cease operations, declare insolvency or file for bankruptcy, there is a reasonable risk that recovery of our assets would be delayed or unrecoverable despite the fact that our assets are kept in segregated accounts. Recent Chapter 11 bankruptcy filings by FTX Trading, Celsius and other digital asset market participants have raised issues concerning ownership of the digital assets held by such digital asset market participants, the outcome of which is still largely unsettled. Even if it were finally determined that the customer owns the assets on deposit, the custodian may be unable to return the customers assets in kind because of intermingling of assets and other factors. If Coinbase

Prime, Foundry or Blockchain.com were to become subject to Chapter 11 bankruptcy, there is a risk that New GRIID’s assets held by them might not be recovered in full or in part.

We may temporarily store our bitcoin on digital asset trading platforms which could subject our bitcoin to the risk of loss or access.

Although we sell our mined bitcoin from time to time, we may temporarily store all or a portion of our bitcoin on various digital asset trading platforms which requires us to rely on the security protocols of these trading platforms to safeguard our bitcoin. No security system is perfect and trading platforms have been subject to hacks resulting in the loss of businesses’ and customers’ digital assets in the past. Such trading platforms may not be well capitalized and may not have adequate insurance necessary to cover any loss or may not compensate for loss where permitted under the laws of the relevant jurisdiction. In addition, malicious actors may be able to intercept our bitcoin when we transact in or otherwise transfer our bitcoin or while we are in the process of selling our bitcoin via such trading platforms. Digital asset trading platforms have been a target for malicious actors in the past, and given the growth in their size and their relatively unregulated nature, we believe these trading platforms may continue to be targets for malicious actors. An actual or perceived security breach or data security incident at the digital asset trading platforms with which we have accounts could harm our ability to operate, result in loss of our assets, damage our reputation and negatively affect the market perception of our effectiveness, all of which could adversely affect the value of New GRIID’s common stock.

The IRS and certain states have taken the position that digital assets are property for income tax purposes.

In early 2014, the IRS issued basic guidance on the U.S. federal income tax treatment of digital assets. The IRS has taken the position that a digital asset is “property” rather than “currency” for tax purposes. Thus, general tax principles applicable to property transactions apply to the acquisition, ownership, use or disposition of digital assets. This overall treatment creates a potential tax liability for, and potential tax reporting requirements applicable to us in any circumstance where we mine or otherwise acquire, own or dispose of a digital asset. In 2019, the IRS issued additional guidance specifically relating to the U.S. federal income tax consequences that could arise from a digital asset hard fork event in which a new unit of digital asset may or may not be received, and released frequently asked questions to address certain digital asset topics such as basis, gain or loss on the sale or exchange of certain kinds of digital assets, and how to determine the fair market value of such digital assets.

There is no guarantee that the IRS will not alter its position with respect to the taxation of digital assets, or that legislation or judicial determinations in the future will not result in a tax treatment of digital assets and transactions in digital assets for U.S. federal and state tax purposes that differs from the treatment described above. You are urged to consult your own tax advisor as to the tax implications of our acquisition, ownership, use and disposition of digital assets. The taxation of digital assets for state, local or foreign tax purposes may not be the same as the taxation of digital assets for U.S. federal income tax purposes.

In addition, under the Tax Cuts and Jobs Act of 2017 (the “Tax Cuts and Jobs Act”), as of January 1, 2018, “like-kind exchange” treatment is not available for an exchange of digital assets. Accordingly, gain from the sale or exchange of digital assets cannot be deferred by undertaking an exchange of one type of virtual currency for another.

Certain states, including New York and Tennessee, generally follow IRS guidance with respect to the treatment of digital assets for state income tax purposes, but it is unclear if other states will do so. Transactions involving digital assets for other goods and services also may be subject to sales and use or similar taxes under barter transaction treatment or otherwise. The treatment of digital assets for state income tax and sales tax purposes may have negative consequences, including the imposition of a greater tax burden on investors in digital assets or a higher cost with respect to the acquisition, ownership and disposition of digital assets generally. In either case, this could have a negative effect on prices in the relevant digital asset exchange market and could have a material adverse effect on our business, financial condition and results of operations.

Foreign jurisdictions also may elect to treat digital assets in a manner that results in adverse tax consequences. If a foreign jurisdiction with a significant share of the market of digital asset owners or users imposes onerous tax burdens on such owners or users, or imposes sales, use or value added tax on purchases and sales of digital assets for fiat currency, demand for digital assets may decrease in such jurisdiction. This may negatively impact the price of digital assets. This in turn may have a material adverse effect on our business, financial condition and results of operations.

Changes to, or changes to interpretations of, the U.S. federal, state, local or non-U.S. tax laws could have a material adverse effect on our business, financial condition and results of operations.

All statements contained herein concerning U.S. federal income tax (or other tax) consequences are based on existing law and interpretations thereof. The tax regimes to which we are subject or under which we operate, including income and non-income taxes, are unsettled and may be subject to significant change. While some of these changes may be beneficial, such changes could also negatively affect our after-tax returns. Accordingly, no assurance can be given that the currently anticipated tax treatment will not be affected by legislative, judicial or administrative changes, possibly with retroactive effect. In addition, no assurance can be given that tax authorities or courts will agree with any particular interpretation of the relevant laws.

State, local or non-U.S. jurisdictions could enact or adopt new tax laws or regulations that may affect us, or impose levies on our business operations or results. Tax laws and regulations at the state and local levels frequently change, especially in relation to the interpretation of existing tax laws for new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future taxes, which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Regulations and Regulatory Frameworks

Regulatory changes or actions may restrict the use of bitcoin in a manner that adversely affects our business, prospects or operations.

Bitcoin has been the source of much regulatory consternation, resulting in differing definitional outcomes without a single unifying statement. Bitcoin is viewed differently by different regulatory and standards setting organizations globally as well as in the United States on the federal and state levels. For example, the Financial Action Task Force (“FATF”) and the IRS consider bitcoin as currency or an asset or property. Further, the IRS applies general tax principles that apply to property transactions to transactions involving virtual currency. The U.S. Commodity Futures Trading Commission (“CFTC”) classifies bitcoin as a commodity. The SEC has also publicly stated that it considers bitcoin to be a commodity, but that some digital assets should be categorized as securities. How a digital asset such as bitcoin is characterized by a regulator impacts the rules that apply to activities related to that digital asset.

As bitcoin has grown in both popularity and market size, governments around the world have reacted differently. Certain governments have deemed bitcoin illegal or have severely curtailed the use of digital assets by prohibiting the acceptance of payment in bitcoin and other digital assets for consumer transactions and barring banking institutions from accepting deposits of bitcoin. Other nations, however, allow bitcoin to be used and traded without restriction. In some jurisdictions, such as in the U.S., bitcoin is subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. There is a risk that relevant authorities in any jurisdiction may impose more onerous regulation on bitcoin, for example banning its use, regulating its operation, or otherwise changing its regulatory treatment. Such changes may introduce a cost of compliance, or have a material impact on our business model, and therefore our financial performance and shareholder returns. If the use of bitcoin is made illegal in jurisdictions where bitcoin is currently traded in heavy volumes, the available market for bitcoin may contract.

Digital asset trading platforms may also be subject to increased regulation and there is a risk that increased compliance costs are passed through to users, including us, as we exchange bitcoin earned through our mining

activities. There is a risk that a lack of stability in the bitcoin exchange market and the closure or temporary shutdown of bitcoin exchanges due to fraud, business failure, hackers or malware, or government-mandated restrictions may reduce confidence in the bitcoin network and result in greater volatility in or suppression of bitcoin’s value and consequently have an adverse impact on our operations and financial performance.

In the U.S., the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g. the CFTC, the SEC, the Financial Crimes Enforcement Network of the U.S. Treasury Department (“FinCEN”) and the Federal Bureau of Investigation) have begun to examine the operations of the bitcoin network, bitcoin users and the bitcoin exchange market. Increasing regulation and regulatory scrutiny may result in new costs for us and our management may have to devote increased time and attention to regulatory matters or change aspects of our business. Increased regulation may also result in limitations on the use cases of bitcoin. In addition, regulatory developments may require us to comply with certain regulatory regimes. For example, to the extent that our activities cause us to be deemed a “money service business” under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act (“BSA”), we may be required to comply with FinCEN regulations, including those that would mandate us to implement certain anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

Furthermore, in the future, foreign governments may decide to subsidize or in some other way support certain large-scale bitcoin mining projects, thus adding hashrate to the overall network. Such circumstances could have a material adverse effect on the amount of bitcoin that we may be able to mine as well as the value of bitcoin and, consequently, our business, prospects, financial condition and operating results.

We cannot be certain as to how future regulatory developments will impact the treatment of bitcoin under the law, and ongoing and future regulation and regulatory actions could significantly restrict or eliminate the market for or uses of bitcoin and materially and adversely impact our business. If we fail to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations or be subjected to fines, penalties and other governmental action. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business model at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any digital assets we plan to hold or expect to acquire for our own account.

The bitcoin economy is novel and subject to the public perception that it may be used to facilitate illegal activities or fraud. Such novelty and public perception may result in new and changing laws and regulations, which may impact the value of bitcoin and adversely impact our business.

As bitcoin and other digital assets have grown in both popularity and market size, various U.S. federal, state, and local and foreign governmental organizations and public advocacy groups have been examining the operations of bitcoin networks, users and platforms, with a focus on how bitcoin can be used to launder the proceeds of illegal activities or fund criminal or terrorist enterprises, as well as the safety and soundness of platforms and other service providers that hold bitcoin and other digital assets for users.

Many of these governmental organizations and public advocacy groups have called for heightened regulatory oversight and issued advisories describing the risks posed by bitcoin to users and investors. The bitcoin economy is novel and has little access to policymakers and lobbying organizations in many jurisdictions. Competitors from other, more established industries, including traditional financial services, may have greater access to lobbyists or governmental officials, and regulators that are concerned about the potential for illicit usage of bitcoin and other digital assets may effect statutory and regulatory changes with minimal input from the bitcoin economy. As a result, new laws and regulations may be proposed and adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that could harm the bitcoin and digital asset industry, which could adversely impact our business.

We are subject to a highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, financial condition and results of operations.

Until recently, little regulatory attention has been directed toward bitcoin by U.S. federal and state governments, foreign governments and self-regulatory agencies. As bitcoin has grown in popularity and in market size, the U.S. regulatory regime — namely the Federal Reserve Board, U.S. Congress and certain U.S. agencies — have begun to examine the operations of the bitcoin network, bitcoin users and the bitcoin exchange market. The complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the cryptocurrency industry requires us to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we do not comply with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, reputation, financial condition and results of operations.

Additionally, the recent bankruptcy filings of FTX and its affiliated hedge fund Alameda Research LLC, in addition to other bankruptcy filings of crypto companies throughout 2022 will likely attract increased regulatory scrutiny from U.S. regulatory agencies such as the SEC and CFTC. Increasing regulation and regulatory scrutiny may result in new costs for us and our management having to devote increased time and attention to regulatory matters, change aspects of our business or result in limits on the utility of bitcoin. In addition, regulatory developments and/or our business activities may require us to comply with certain regulatory regimes. Increasingly strict legal and regulatory requirements and any regulatory investigations and enforcement may result in changes to our business, as well as increased costs, and supervision and examination for ourselves and our service providers. Moreover, new laws, regulations or interpretations may result in additional litigation, regulatory investigations and enforcement or other actions. Adverse changes to, or our failure to comply with, any laws and regulations, may have an adverse effect on our reputation and brand and our business, financial condition and results of operations.

Additionally, although we are not directly connected to the recent bankruptcy filings of FTX and its affiliated hedge fund Alameda Research LLC, in addition to other bankruptcy filings of crypto companies throughout calendar year 2022, we may still suffer reputational harm due to our association with the cryptocurrency industry in light of the recent disruption in the crypto asset markets. Ongoing and future regulation and regulatory actions could significantly restrict or eliminate the market for or uses of bitcoin and/or may adversely affect our business, reputation, financial condition and results of operations.

We may be at a higher risk of litigation and other legal proceedings due to heightened regulatory scrutiny of the cryptocurrency industry, which could ultimately be resolved against us, requiring material future cash payments or charges, which could impair our business, financial condition and results of operations.

The size, nature and complexity of our business could make it susceptible to various claims, both in litigation and binding arbitration proceedings, legal proceedings and government investigations, due to the heightened regulatory scrutiny following the recent disruptions in the crypto asset markets. We believe that since cryptocurrency mining, and the digital asset industry generally, is a relatively new business sector, it is more likely subject to government investigation and regulatory determination, particularly following the recent bankruptcy filings of FTX and its affiliated hedge fund Alameda Research LLC, in addition to other bankruptcy filings of crypto companies throughout 2022. Any claims, regulatory proceedings or litigation that could arise in the course of our business could have a material adverse effect on our business or operations, or the industry as a whole.

Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We operate an international business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the FCPA and other applicable anti-corruption and anti-money laundering laws in countries in which we conduct activities. The FCPA prohibits providing, offering, promising, or authorizing, directly or indirectly, anything of value to government officials, political parties, or political candidates for the purpose of obtaining or retaining business or securing any improper business advantage.

In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA and other applicable laws and regulations. We face significant risks if we or any of our directors, officers, employees, contractors, agents or other partners or representatives fail to comply with these laws, and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties, which could have a material adverse effect on our business, reputation, operating results, prospects and financial condition.

Any violation of the FCPA and other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, operating results, prospects and financial condition. In addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Blockchain technology may expose us to specially designated nationals or blocked persons or cause us to violate provisions of law.

We are subject to the rules enforced by OFAC, including regarding sanctions and requirements not to conduct business with persons named on its specially designated nationals list. However, because of the pseudonymous nature of blockchain transactions, we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s specially designated nationals list, which may expose us to regulatory sanctions and adversely affect our business, financial condition and results of operations.

Our business and financial condition may be materially adversely affected by increased regulation of energy sources.

Our bitcoin mining activities are powered primarily by renewable energy sources. While renewable energy generally is less exposed to carbon pricing and underlying commodity price risks of fossil fuels, there is a risk that regulatory constraints placed on energy intense industries may restrict the operation of, or increase the cost of operating, data centers and bitcoin mining activities. Additionally, although we target markets with high levels of renewable energy penetration and our energy is primarily sourced from renewable sources, we currently rely on non-renewable energy sources for approximately 26% of our data center energy needs. Governmental authorities have and may continue to pursue and implement legislation and regulation that seeks to limit the amount of carbon dioxide produced from electricity generation, which, in the event any of our data centers are powered by non-renewable energy sources, would affect our ability to source electricity from fossil fuel-fired electric generation in a potentially material adverse manner. For example, in November 2022, New York passed a law banning certain bitcoin mining operations that run on carbon-based power sources. For the next two years, unless a company engaged in proof-of-work mining, such as ours, which requires sophisticated gear and large amounts of electricity, uses 100% renewable energy, it will not be allowed to expand or renew permits, and new entrants will not be allowed to come online. Potential increases in costs arising from compliance and environmental monitoring may adversely affect our operations and financial performance.

If we were deemed an “investment company” under the 1940 Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

An issuer will generally be deemed to be an “investment company” for purposes of the 1940 Act if:

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it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

•

it is an inadvertent investment company because, absent an applicable exemption, it owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are not and will not be primarily engaged in the business of investing, reinvesting or trading in securities, and we do not hold ourselves out as being engaged in those activities. We intend to hold ourselves out as a bitcoin mining business. Accordingly, we do not believe that we are an “orthodox” investment company as described in the first bullet point above.

Furthermore, while certain cryptocurrencies may be deemed to be securities, we do not believe that certain other cryptocurrencies, in particular bitcoin, are securities. Our mining activities currently focus on bitcoin, which we believe should not be treated as an investment security for purposes of the 1940 Act. Therefore, we believe that less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis will comprise certain other cryptocurrencies or assets that could be considered investment securities. Accordingly, we do not believe that we are an inadvertent investment company by virtue of the 40% inadvertent investment company test as described in the second bullet point above. However, although the SEC and courts are providing increasing guidance on the treatment of digital assets for purposes of federal securities law, this continues to be an evolving area of law. Previous statements by the SEC that bitcoin should not be considered a security are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court. Therefore, it is possible that the SEC or a court could take a position that bitcoin constitutes an investment security for purposes of the 1940 Act, which might require us to register as an investment company.

If we were to be deemed an inadvertent investment company, we may seek to rely on Rule 3a-2 under the 1940 Act, which allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis or (b) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are putting in place policies that we expect will work to keep the investment securities held by us at less than 40% of our total assets, which may include acquiring assets with our cash, liquidating our investment securities or seeking no-action relief or exemptive relief from the SEC if we are unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner. As Rule 3a-2 is available to an issuer no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

Finally, we believe we are not an investment company under Section 3(b)(1) of the 1940 Act because we are primarily engaged in a non-investment company business.

The 1940 Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock

options, and impose certain governance requirements. We intend to continue to conduct our operations so that we will not be deemed to be an investment company under the 1940 Act. However, if anything were to happen that would cause us to be deemed to be an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact business with affiliates and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among us and our senior management team. Compliance with the requirements of the 1940 Act applicable to registered investment companies may make it difficult for us to continue our current operations or our operations as a company that is engaged in the business of developing data center infrastructure and in activities related to bitcoin mining, and this would materially and adversely affect our business, financial condition and results of operations.

If we were required to register as an investment company but failed to do so, the consequences could be severe. Among the various remedies it may pursue, the SEC may seek an order of a court to enjoin us from continuing to operate as an unregistered investment company. In addition, all contracts that we have entered into in the course of our business, including securities that we have offered and sold to investors, will be rendered unenforceable except to the extent of any equitable remedies that might apply. An affected investor in such case may pursue the remedy of rescission.

Any change in the interpretive positions of the SEC or its staff with respect to cryptocurrencies or digital asset mining firms could have a material adverse effect on us.

We intend to conduct our operations so that we are not required to register as an investment company under the 1940 Act. Specifically, we do not believe that bitcoin is a security. The SEC staff has not provided guidance with respect to the treatment of digital assets under the 1940 Act. To the extent the SEC staff publishes new guidance with respect to these matters, we may be required to adjust our strategy or assets accordingly. There can be no assurance that we will be able to maintain our exclusion from registration as an investment company under the 1940 Act. In addition, continuously seeking to avoid the need to register under the 1940 Act may limit our ability to engage in cryptocurrency mining operations or otherwise make certain investments, and these limitations could result in our holding assets we may wish to sell or selling assets we may wish to hold, which could materially and adversely affect our business, financial condition and results of operations.

If regulatory changes or interpretations of our activities require us to register under the regulations promulgated by FinCEN under the authority of the BSA, or otherwise under state laws, we may incur significant compliance costs, which could be substantial or cost-prohibitive. If we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of its operations.

Cryptocurrencies are treated as “money” by FinCEN, and businesses engaged in the transfer of money or other payments services are subject to registration and licensure requirements at the U.S. federal level and also under U.S. state laws. While FinCEN has issued guidance that cryptocurrency mining, without engagement in other activities, generally does not require registration and licensure with FinCEN, this could be subject to change as FinCEN and other regulatory agencies continue their scrutiny of the bitcoin network and digital assets generally. To the extent that our business activities cause us to be deemed a “money services business” under the regulations promulgated by FinCEN under the authority of the BSA, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that our activities would cause us to be deemed a “money transmitter” (“MT”) or equivalent designation, under state law in any state in which we may operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain permissible investments in relation to the customer funds that we hold, recordkeeping and other operational requirements. For example, in August 2015, the New

York State Department of Financial Services enacted the first U.S. regulatory framework for licensing participants in “virtual currency business activity.” The regulations, known as the “BitLicense,” are intended to focus on consumer protection and regulate the conduct of businesses that are involved in “virtual currencies” in New York or with New York customers and prohibit any person or entity involved in such activity to conduct activities without a license.

Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses. Furthermore, we may not be capable of complying with certain federal or state regulatory obligations applicable to money services businesses and MTs. If we are deemed to be subject to and determine we are not able to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate.

The application of the Commodity Exchange Act (“CEA”) and the regulations promulgated thereunder by the CFTC to our business is unclear and is subject to change in a manner that is difficult to predict. To the extent we are deemed to be or subsequently become subject to regulation by the CFTC in connection with our business activities, we may incur additional regulatory obligations and compliance costs, which may be significant.

The CFTC has stated and judicial decisions involving CFTC enforcement actions have confirmed that bitcoin and other digital assets fall within the definition of a “commodity” under the CEA, and the regulations promulgated by the CFTC thereunder (“CFTC Rules”). As a result, the CFTC has general enforcement authority to police against manipulation and fraud in the spot markets for bitcoin and other digital assets. From time to time, manipulation, fraud and other forms of improper trading by other participants involved in the markets for bitcoin and other digital assets have resulted in, and may in the future result in, CFTC investigations, inquiries, enforcement action, and similar actions by other regulators, government agencies and civil litigation. Such investigations, inquiries, enforcement actions and litigation may cause negative publicity for bitcoin and other digital assets, which could adversely impact mining profitability.

In addition to the CFTC’s general enforcement authority to police against manipulation and fraud in spot markets for bitcoin and other digital assets, the CFTC has regulatory and supervisory authority with respect to commodity futures, options, and/or swaps (“Commodity Interests”) and certain transactions in commodities offered to retail purchasers on a leveraged, margined, or financed basis. Although we do not currently engage in such transactions, changes in our activities, the CEA, CFTC Rules, or the interpretations and guidance of the CFTC may subject us to additional regulatory requirements, licenses and approvals which could result in significant increased compliance and operational costs.

Furthermore, trusts, syndicates and other collective investment vehicles operated for the purpose of trading in Commodity Interests may be subject to regulation and oversight by the CFTC and the National Futures Association (“NFA”) as “commodity pools”. If our mining activities or transactions in bitcoin and other digital assets were deemed by the CFTC to involve Commodity Interests and the operation of a commodity pool for our shareholders, we could be subject to regulation as a commodity pool operator and required to register as such. Such additional registrations may result in increased expenses, thereby materially and adversely impacting an investment in New GRIID’s common stock. If we determine it is not practicable to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in our business.

While we are not aware of any provision of the CEA or CFTC Rules currently applicable to the mining of bitcoin and other digital assets, this is subject to change. We cannot be certain how future changes in legislation, regulatory developments, or changes in CFTC Rules, interpretations and policy may impact the treatment of digital assets and the mining of digital assets. Any resulting requirements that apply to or relate to our mining activities or our transactions in bitcoin and digital assets may cause us to incur additional extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in New GRIID’s common stock.

As we continue to expand and localize our international activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by U.S. and non-U.S. regulators and governmental authorities.

Laws regulating financial services, the internet, mobile technologies, digital assets and related technologies in the United States and other jurisdictions often impose different, more specific, or potentially conflicting obligations, as well as broader liability, on us. At the same time, we may also be required to comply with sanctions and export controls and counterterrorism financing laws and regulations in the United States and other jurisdictions around the world.

Regulators worldwide frequently study each other’s approaches to the regulation of digital assets such as bitcoin. Consequently, developments in any jurisdiction may influence other jurisdictions. New developments with respect to one type of cryptocurrency operations in one jurisdiction may be extended to additional operations in other jurisdictions. As a result, the risks created by any new law or regulation in one jurisdiction may be magnified by the potential that they may be replicated in other jurisdictions, affecting our business in another place or involving another aspect of our operations. Conversely, if regulations diverge worldwide, we may face difficulty adjusting our business in order to comply with such divergent regulations. These risks are heightened as we face increased competitive pressure from other similarly situated businesses that engage in regulatory arbitrage to avoid the compliance costs associated with regulatory changes.

The complexity and ongoing development of U.S. federal and state and other international regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving global regulatory environment, could result in a single event prompting a large number of overlapping investigations and legal and regulatory proceedings by multiple government authorities in different jurisdictions. Any of the foregoing could, individually or in the aggregate, harm our reputation and adversely affect our operating results and financial condition. Due to the uncertain application of existing laws and regulations, it may be that, despite our analysis concluding that certain activities are currently unregulated, such activities may indeed be subject to financial regulation, licensing, or authorization obligations that we have not obtained or with which we have not complied. As a result, we are at a heightened risk of enforcement action, litigation, regulatory and legal scrutiny which could lead to sanctions, cease and desist orders, or other penalties and censures that could significantly and adversely affect our continued operations and financial condition.

Bitcoin’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize bitcoin, we may be subject to regulatory scrutiny, investigations, fines and other penalties, which may adversely affect our business, operating results and financial condition. Furthermore, a determination that bitcoin is a “security” may adversely affect the value of bitcoin and our business.

The SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that may evolve over time, and the outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff.

Public statements made by some senior officials at the SEC indicate that the SEC does not intend to take the position that bitcoin and Ethereum (as currently offered and sold) are securities under the federal securities laws. However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital asset. As of the date of this proxy statement/prospectus, with the exception of certain centrally issued digital

assets that have received “no-action” letters from the SEC staff, bitcoin and Ethereum are the only digital assets which senior officials at the SEC have publicly stated are unlikely to be considered securities. With respect to all other digital assets, there is no certainty under the applicable legal test that such assets are not securities, notwithstanding the conclusions we may draw based on our risk-based assessment regarding the likelihood that a particular digital asset could be deemed a security under applicable laws.

Any enforcement action by the SEC or any international or state securities regulator asserting that bitcoin is a security, or a court decision to that effect, would be expected to have an immediate material adverse impact on the trading value of bitcoin, as well as our business. This is because the business models behind most digital assets are incompatible with regulations applying to transactions in securities. If a digital asset is determined or asserted to be a security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodied through the same channels used by non-security digital assets, which in addition to materially and adversely affecting the trading value of the digital asset is likely to significantly impact its liquidity and market participants’ ability to convert the digital asset into U.S. dollars and other currencies.

The regulatory regime governing bitcoin is uncertain, and new regulations or policies may alter our business practices with respect to bitcoin.

The determination as to whether bitcoin is a security is a fact-driven analysis and the outcome may be difficult to predict. While we have determined that GRIID does not offer digital securities, the SEC could take a position that bitcoin mined by GRIID are deemed “securities” under its definition and interpretation. GRIID has policies and procedures in place that are intended to enable it to make a risk-based assessment regarding the likelihood that a bitcoin could be deemed a security under applicable laws. These policies and procedures are not legal determinations as to whether or not bitcoin is a security under federal securities laws nor are they binding on regulators. These policies and procedures include (1) internally evaluating whether a digital asset is included in the lists of instruments making up the definition of “security” in the Securities Act, the Exchange Act and the 1940 Act, (2) communicating with our general counsel, outside counsel, and other advisors, and (3) following recent SEC guidance on whether a digital asset, specifically bitcoin, falls within the definition of a “security” under the U.S. federal securities laws. We believe that our process reflects a comprehensive and thoughtful analysis and is reasonably designed to facilitate consistent application of available legal guidance to bitcoin to facilitate informed risk-based business judgment. However, we recognize that the application of securities laws to the specific facts and circumstances of bitcoin may be complex and subject to change, and that our listing determination does not guarantee any conclusion under the U.S. federal securities laws. The SEC has not made any statement as to whether the bitcoin that GRIID mines are or are not digital securities. There is no certainty that bitcoin is not a security, notwithstanding the conclusions drawn based on our risk-based assessment. We could be subject to legal or regulatory action in the event a regulatory authority or court were to determine that a bitcoin that GRIID mines is a security under applicable laws.

There can be no assurances that we will properly characterize bitcoin as a security or non-security, or that the SEC, other regulatory authorities, or a court, if the question was presented to it, would agree with our assessment. If the SEC, other regulatory authority, or a court were to determine that the bitcoin that we mine is a security, we would not be able to mine such bitcoin until we are able to do so in a compliant manner.

If bitcoin is deemed to be a security under any U.S. federal, state or foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences for bitcoin, and we could be subject to legal or regulatory action. Moreover, the networks on which bitcoin are utilized may be required to be regulated as securities intermediaries, and subject to applicable rules, which could effectively render the network impracticable for its existing purposes. Further, it could draw negative publicity and a decline in the general acceptance of bitcoin. Also, it may make it difficult for bitcoin to be mined, traded, cleared, and custodied as compared to other digital assets that are not considered to be securities.

As bitcoin and cryptocurrency business activities grow in popularity and market size, and as new cryptocurrency businesses and technologies emerge and proliferate, foreign, federal, state, and local regulators

can be expected to revisit and update their laws and policies. Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business.

We are subject to governmental regulation and other legal obligations related to data privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

We collect and process data, including personal, financial and confidential information about individuals, including our employees and business partners. The collection, use, processing and storage of such data about individuals are governed by data privacy laws, regulations, guidelines and rules. We do not currently have any formal data privacy policies and procedures in place and have not completed an assessment of whether we are in compliance with all applicable data privacy laws and regulations. Data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting such laws and it is possible that these laws, regulations and requirements may be interpreted and applied in a manner that is inconsistent with our existing information processing practices, and many of these laws are significantly litigated and/or subject to regulatory enforcement. The implication of this includes that various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning data privacy, data retention, data transfer and data protection. Such laws may continue to add to our compliance costs, restrict or dictate how we collect, maintain, combine and disseminate information and could have a material adverse effect on our business, results of operations, financial condition and prospects.

In the United States, according to the Federal Trade Commission (“FTC”), failure to take appropriate steps to keep consumers’ personal information secure constitutes unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a). The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards. State privacy and security laws vary from state to state and, in some cases, can impose more restrictive requirements than U.S. federal law. For example, California enacted the California Consumer Privacy Act (“CCPA”) on June 28, 2018, which went into effect on January 1, 2020. The CCPA creates individual privacy rights for California consumers and increases the privacy and security obligations of entities handling certain personal data. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA may increase our compliance costs and potential liability, and many similar laws have been proposed and/or enacted in other states and at the federal level.

Any actual or perceived failure by us or the third parties with whom we work to comply with data privacy laws, regulations, guidelines, rules or industry standards, or any security incident that results in the unauthorized release or transfer of personally identifiable information, may result in governmental enforcement actions and investigations including by U.S. federal and state regulatory authorities, fines and penalties, litigation and/or adverse publicity, including by consumer advocacy groups, and could cause our customers to lose trust in us, which could harm our reputation and have a material adverse effect on our business, reputation, results of operations, financial condition and prospects.

Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, they may experience fraud, security failures or operational problems, which may adversely affect the value of our bitcoin holdings.

Bitcoin trading venues are relatively new and, in some cases, unregulated. Furthermore, there are many bitcoin trading venues which do not provide the public with significant information regarding their ownership

structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume of bitcoin trading.

Negative perception, a lack of stability in the broader bitcoin markets and the closure or temporary shutdown of bitcoin trading venues due to fraud, business failure, hackers or malware or government-mandated regulation may reduce confidence in bitcoin and result in greater volatility in the prices of bitcoin. To the extent investors view New GRIID’s common stock as linked to the value of our bitcoin holdings, these potential consequences of a bitcoin trading venue’s failure could have a material adverse effect on the market value of New GRIID’s common stock.

We are subject to environmental, health and safety laws and regulations, including applicable zoning and building codes, that may expose us to significant liabilities for penalties, damages or costs of remediation or compliance.

Our operations and properties are subject to laws and regulations governing health and safety, the discharge of pollutants into the environment or otherwise relating to health, safety and environmental protection requirements in the countries and localities in which we operate. These laws and regulations may impose numerous obligations that are applicable to us, including acquisition of a permit or other approval before conducting construction or regulated activities; limitation or prohibition of construction and operating activities in environmentally sensitive areas, such as wetlands or areas with endangered plants or species; imposition of specific health and safety standards addressing worker protection; imposition of certain zoning building code standards for the sites at which we operate; and imposition of significant liabilities for pollution, including investigation, remedial and clean-up costs. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations, among other sanctions, that could have a material adverse effect on our financial position, results of operations and cash flows. Certain environmental laws may impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed or otherwise released into the environment, even under circumstances where the hazardous substances were released by prior owners or operators or the activities conducted and from which a release emanated complied with applicable law. Failure to secure renewal of permits or tightening of restrictions within our existing permits, or the failure to meet the zoning and building code standards imposed by regulations applicable to our sites, could have a material adverse effect on our business or cause us to incur material expenses. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by noise or the release of hazardous substances into the environment.

The trend in environmental regulation has been to place more restrictions and limitations on activities that may be perceived to impact the environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance or remediation. New or revised laws and regulations that result in increased compliance costs or additional operating restrictions, or the incurrence of environmental liabilities, could have a material adverse effect on our financial position, results of operations and cash flows.

The regulatory and legislative developments related to climate change, may materially adversely affect our brand, reputation, business, financial condition and results of operations.

A number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to the increasing focus on climate change and its potential impact, including from governmental bodies, interest groups and stakeholders. Despite our sustainability objectives in sourcing electricity from renewable energy sources, given the very significant amount of electrical power required to operate bitcoin mining machines, as well as the environmental impact of mining for the rare earth metals used in the production of mining servers, the bitcoin mining industry may become a target for future environmental and

energy regulation. Legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, costs to purchase renewable energy credits or allowances and other costs to comply with such regulations. Specifically, imposition of a tax or other regulatory fee in a jurisdiction where we operate or on electricity that we purchase could result in substantially higher energy costs, and due to the significant amount of electrical power required to operate bitcoin mining machines, could in turn put our facilities at a competitive disadvantage. Any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could have a material adverse effect on our business, financial position and results of operations.

Concerns about greenhouse gas emissions and global climate change may result in environmental taxes, charges, assessments or penalties and could have a material adverse effect on our business, financial condition and results of operations.

The effects of human activity on global climate change have attracted considerable public and scientific attention, as well as the attention of the United States and other foreign governments. Efforts are being made to reduce greenhouse gas emissions, particularly those from coal combustion power plants, some of which plants we may rely upon for power. The added cost of any environmental taxes, charges, assessments or penalties levied on such power plants could be passed on to us, increasing the cost to run our facilities. Any enactment of laws or promulgations of regulations regarding greenhouse gas emissions by the United States, or any domestic or foreign jurisdiction in which we conduct business, could have a material adverse effect on our business, financial condition or results of operations.

Increasing scrutiny and changing expectations from investors, lenders, customers, government regulators and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

Certain institutional investors, investor advocacy groups, investment funds, creditors and other influential financial markets participants have become increasingly focused on companies’ ESG practices in evaluating their investments and business relationships, including the impact of bitcoin mining operations on the environment. Certain organizations also provide ESG ratings, scores and benchmarking studies that assess companies’ ESG practices. Although there are no universally adopted standards for such ratings, scores or benchmarking studies, they are used by some investors to inform their investment and voting decisions. It is possible that our future shareholders or organizations that report on, rate or score ESG practices will not be satisfied with our ESG strategy or performance. Unfavorable press about or ratings or assessments of our ESG strategies or practices, regardless of whether or not we comply with applicable legal requirements, may lead to negative investor sentiment toward us, which could have a negative impact on our stock price and our access to and cost of capital.

Additionally, in February 2021, the Acting Chair of the SEC issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings and in March 2021 the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement. The increased focus and activism related to ESG may hinder our access to capital, as investors and lenders may reconsider their capital investment allocation as a result of their assessment of our ESG practices. If we do not adapt to or comply with investor, lender or other industry shareholder expectations and standards and potential government regulations, which are evolving but may relate to the suitable deployment of electric power, or which

are perceived to have not responded appropriately to the growing concern for ESG issues, our reputation could suffer which would have a material adverse effect on our business, financial condition and results of operations.

Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results and financial condition.

Our ability to comply with applicable complex and evolving laws, regulations and rules is largely dependent on the establishment and maintenance of our compliance, audit and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. We cannot assure you that our policies and procedures will be effective or that we will be successful in monitoring or evaluating the risks to which we are or may be exposed in all market environments or against all types of risks, including unidentified or unanticipated risks. Our risk management policies and procedures rely on a combination of technical and human controls and supervision that are subject to error and failure. Some of our methods for managing risk are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. Our risk management policies and procedures also may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing failures. In addition, we may elect to adjust our risk management policies and procedures to allow for an increase in risk tolerance, which could expose us to the risk of greater losses.

Risks Related to Intellectual Property

If we are unable to protect the confidentiality of our trade secrets or other intellectual property rights, our business and competitive position could be harmed.

Our ability to conduct our business in a profitable manner relies in part on our proprietary methods and designs, which we primarily protect as trade secrets. We rely upon trade secret and other intellectual property laws, physical and technological security measures and contractual commitments to protect our trade secrets and other intellectual property rights, including entering into non-disclosure agreements with employees, consultants and third parties with access to our trade secrets. However, such measures may not provide adequate protection and the value of our trade secrets could be lost through misappropriation or breach of our confidentiality agreements. For example, an employee with authorized access may misappropriate our trade secrets and provide them to a competitor, and the recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully, because enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time consuming, and the outcome is unpredictable. Thus, if any of our trade secrets were to be disclosed or misappropriated, our competitive position could be harmed. In addition to the risk of misappropriation and unauthorized disclosure, our competitors may develop similar or better methods independently in a manner that could prevent legal recourse by us, which could result in costly product redesign efforts, discontinuance of certain product offerings or other competitive harm. Furthermore, any of our intellectual property rights could be challenged, invalidated, circumvented, infringed, diluted, disclosed or misappropriated and adequate legal recourse may be unavailable. Thus, there can be no assurance that our trade secrets or other intellectual property rights will be sufficient to protect against competitors operating their business in a manner that is substantially similar to us.

We may infringe on third-party intellectual property rights or other proprietary rights, which could have a material adverse effect on our business, financial condition and results of operations.

Our commercial success depends on our ability to operate without infringing third-party intellectual property rights or other proprietary rights. For example, there may be issued patents of which we are not aware that our services or products infringe on. Also, there may be patents we believe we do not infringe on, but that we may ultimately be found to by a court of law or government regulatory agency. Moreover, patent applications are

in some cases maintained in secrecy until patents are issued. Because patents can take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents that our services or products allegedly infringe on.

Third parties could accuse us of misappropriating their trade secrets. Any claims of patent infringement or trade secret misappropriation, even claims without merit, could be costly and time-consuming to defend and could require us to divert resources away from operations. In addition, if any third party has a meritorious or successful claim that we are infringing their intellectual property, we may be forced to redesign our operations or secure a license from such third parties, which may be costly or impractical. We also may be subject to significant damages or injunctions that may cause a material adverse effect to our business and operations, if we cannot license or develop an alternative for any infringing aspect of its business, and may result in a material loss in revenue, which could adversely affect the trading price of our shares and harm our investors.

Risks Related to ADEX and the Merger

The sponsor, certain members of our Board, our officers and our industry advisors have interests in the merger that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the merger proposal and approval of the other proposals described in this proxy statement/prospectus.

In considering the recommendation of our Board to vote for the proposals presented at the special meeting, including the merger proposal, you should be aware that aside from their interests as stockholders, the sponsor and certain members of our Board and officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. We estimate that the aggregate dollar amount in New GRIID that affiliates of the sponsor have at risk that depends on completion of the merger is $ . Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting, including the merger proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the special meeting, including the merger proposal. These interests include, among other things:

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the fact that certain of our directors and officers are principals of the sponsor;

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the fact that each of our directors and officers presently has, and in the future may have, additional fiduciary or contractual obligations to other entities, pursuant to which such officer or director may be required to present a business combination opportunity.

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the fact that the sponsor holds 7,270,000 private placement warrants to purchase 7,270,000 shares of our common stock purchased at a price of $1.00 per warrant in a private placement that closed simultaneously with the consummation of the IPO that would expire worthless if a business combination is not consummated by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter);

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the fact that upon the consummation of the merger, the dollar value of the sponsor’s aggregate interest in the post-merger company will be approximately $ , based upon the closing price of our common stock of $ per share and the closing price of $ per IPO warrant (which we use for these purposes as a proxy for the value of the private placement warrants), in each case on the NYSE American on , , the record date, comprised of 7,270,000 private placement warrants purchased at a price of $1.00 per warrant, 6,832,500 shares of our common stock purchased for an aggregate price of approximately $25,000, and 250,000 warrants issuable to the sponsor upon the closing of the merger or any other initial business combination upon conversion of the $250,000 the sponsor has loaned to ADEX under a promissory note issued by the sponsor to ADEX.

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the fact that one or more directors of ADEX will be a director of New GRIID;

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the continued indemnification of ADEX’s current directors and officers and the continuation of ADEX’s directors’ and officers’ liability insurance after the merger;

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the fact that the sponsor, officers, directors and their respective affiliates will lose their entire investment in ADEX (which is estimated to be approximately , based on the closing price of the common stock on the record date as more fully described above, and will not be reimbursed for any of their out-of-pocket expenses (which are currently $ ) from any amounts held in the trust account if an initial business combination is not consummated by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter); and

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The personal and financial interests of the sponsor and our officers and directors may have influenced their motivation in identifying and selecting GRIID and completing a business combination with GRIID. Additionally, our current charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors or waiver of corporate opportunity materially affected our search for a business combination. We are not aware of any such corporate opportunities not being offered to us and do not believe the renouncement of our interest in any such corporate opportunities impacted our search for an acquisition target.

The sponsor and our directors and officers have agreed to vote in favor of the merger, regardless of how holders of IPO Shares vote.

Unlike many other blank check companies in which the sponsor, officers and directors agree to vote their shares in accordance with the majority of the votes cast by their public stockholders in connection with a merger transaction, the sponsor and our directors and officers have agreed to vote any shares of common stock owned by them in favor of the merger. As of the record date, such stockholders own shares equal to approximately % of our issued and outstanding shares of common stock in the aggregate. Accordingly, it is expected that the shares

held by our sponsor, officers and directors will be sufficient to establish a quorum at the special meeting and to approve the merger.

Our initial stockholders, directors, officers, advisors and their affiliates may elect to purchase shares from stockholders, which may influence a vote on the merger and reduce the public “float” of our common stock.

Our initial stockholders, directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the merger, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such selling stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial stockholders, sponsor, directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their IPO Shares. The purpose of such purchases may be to obtain such shares for the purpose of voting such shares in favor of the merger and thereby increase the likelihood of obtaining stockholder approval of the merger. This may result in the completion of the merger when it may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on the NYSE American or any other national securities exchange.

After completion of the merger, we may be controlled by former GRIID equity holders, whose interests may conflict with our interests and the interests of other stockholders.

Upon completion of the merger, the pre-merger GRIID equity holders (including Blockchain, Endeavor and Mr. Alleyne, following the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants immediately prior to the closing) will hold 86.2% of our issued and outstanding common stock, assuming no ADEX stockholder redemptions. If GRIID members own at least 66 2/3% of the outstanding common stock following the closing, which may occur as a result of redemptions of IPO Shares, they will have the ability to determine all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our Board, any amendment to our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. This could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquiror from attempting to obtain control of New GRIID, which could cause the market price of our common stock to decline or prevent stockholders from realizing a premium over the market price for common stock. The interests of the pre-merger GRIID equity holders may conflict with our interests as a company or the interests of our other stockholders.

Our stockholders will experience substantial dilution as a consequence of, among other transactions, the issuance of common stock in the merger.

It is anticipated that, upon completion of the merger, and assuming that no IPO Shares are elected to be redeemed: (i) holders of IPO Shares will retain an interest of approximately 3.6% of the capital stock of New GRIID; (ii) our initial stockholders (including the sponsor) will retain an interest of approximately 10.2% of the capital stock of New GRIID; and (iii) holders of GRIID’s existing limited liability company membership units will retain an interest of approximately 86.2% of the capital stock of New GRIID.

The ownership percentages with respect to New GRIID following the merger (a) assume that (i) none of ADEX’s existing stockholders purchase or sell shares of common stock in the open market and (ii) there are no

other issuances of equity interests of ADEX, (b) do not take into account the 7,270,000 private placement warrants or the 13,800,000 IPO warrants that will be outstanding upon the closing and may be exercised thereafter, (c) do not take into account the issuance of warrants to GYBL after the closing, which may be exercised immediately following closing, or exercises thereof, (d) do not take into account the issuance of warrants to the sponsor upon conversion of outstanding borrowings under the promissory note and (e) do not take into account the issuance of any shares upon completion of the merger under the incentive plan, but (f) do reflect the automatic conversion of the GRIID Class B units that will be issued to Blockchain, Endeavor and Mr. Alleyne upon the automatic adjustment and exercise of the Blockchain, Endeavor and Alleyne warrants into shares of New GRIID common stock upon the closing. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by ADEX’s existing stockholders in New GRIID will be different. For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus—Impact of the Merger on ADEX’s Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 6—The Incentive Plan Proposal.”

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After the merger, the initial stockholders, including the sponsor, will hold approximately 10.2% of our common stock, assuming no further redemptions of IPO Shares or exercises of outstanding warrants. In addition, at the closing of the merger, New GRIID is expected to enter into the investor rights agreement, substantially in the form attached as Annex C to this proxy statement/prospectus. Pursuant to the terms of the investor rights agreement, (i) any outstanding share of common stock or any other equity security (including those issuable upon conversion of outstanding warrants and including shares of common stock issued or issuable upon the exercise of any other equity security) of New GRIID held by a party to the investor rights agreement as of the date of such agreement or thereafter acquired by a party to such agreement upon exercise of any warrants and (ii) any other equity security of New GRIID issued or issuable with respect to any such share of common stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise, will be entitled to registration rights. In addition, the sponsor and each of our directors and officers entered into a letter agreement pursuant to which each such person agreed, with certain limited exceptions, not to transfer any shares of common stock until one year after the closing of the merger. However, if the closing price of the common stock equals or exceeds $12.00 per share (as adjusted for any stock splits, stock dividends, reorganizations, recapitalizations, and similar transactions) for any 20 trading days within any 30 trading day period commencing at least 150 days after the merger, such shares would be released from this restriction. Moreover, such transfer restrictions may be waived by the IPO underwriters that are third-party beneficiaries of the letter agreements.

No opinion from any financial advisor was obtained in connection with the second amendment. ADEX does not have a financial advisor, as ADEX did not engage any additional financial advisors after the resignation of Wells Fargo and did not engage Lincoln to provide an updated fairness opinion in connection with the second amendment. The opinion of Lincoln obtained in connection with the initial merger agreement did not reflect changes in circumstances that had occurred or that may have occurred between the signing of the initial merger agreement and the completion of the merger, including the reduction of the merger consideration pursuant to the second amendment, changes in macroeconomic conditions, or recent volatility in the market value of bitcoin.

The fairness opinion obtained in connection with the initial merger agreement was provided only as of November 29, 2021 and does not address the second amendment, the reduction in merger consideration contemplated thereby, or the terms of the merger agreement as amended by the second amendment. ADEX’s board of directors has not obtained an updated opinion from Lincoln or any other financial advisor as of the date

of this proxy statement/prospectus, nor does it expect to receive an updated, revised or reaffirmed opinion prior to the completion of the merger. Because the fairness opinion only addressed the fairness of the initial merger consideration at the time of such opinion, the opinion did not address subsequent changes in circumstances that had occurred, including the reduction of the merger consideration pursuant to the second amendment, changes in macroeconomic conditions, recent volatility in the market value of bitcoin, or the redemption of 25,132,578 IPO Shares in connection with the extension meeting. Changes in the operations and prospects of ADEX or GRIID, general market and economic conditions and other factors that may be beyond the control of ADEX or GRIID, and on which Lincoln’s opinion was based, may significantly alter the value of GRIID or the share price of ADEX’s common stock by the time the merger is completed. The opinion did not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Lincoln will not be updating its opinion, the opinion does not address the fairness of the updated merger consideration, from a financial point of view, at the time of the second amendment or at the time the merger is completed. The recommendation of ADEX’s board of directors that ADEX stockholders approve the merger, however, is made as of the date of this proxy statement/prospectus. For a description of the opinion that ADEX’s board of directors received from Lincoln, see “Proposal No. 1—The Merger Proposal—Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration.”

The fairness opinion described throughout this proxy statement/prospectus was dated November 29, 2021 and was delivered in connection with ADEX’s board of directors’ evaluation of the initial merger agreement and the initial merger consideration to be paid pursuant to that agreement. On October 17, 2022, the parties to the initial merger agreement entered into the second amendment, which, among other things, reduced the merger consideration. No new or updated fairness opinion was obtained in connection with ADEX’s board of directors’ determination that the merger and the second amendment, including the reduction in the merger consideration, was advisable and in the best interests of ADEX and its stockholders. We continue to describe the fairness opinion delivered on November 29, 2021 throughout this proxy statement/prospectus solely to provide historical context for ADEX’s board of directors’ deliberations in connection with its initial assessment of the merger and the initial merger agreement. In light of the updated merger consideration set forth in the second amendment, changes in macroeconomic conditions and recent volatility in the market value of bitcoin, you should not rely on the following discussion of the fairness opinion, any discussion of the fairness opinion elsewhere in this proxy statement/prospectus or the text of the fairness opinion set forth in Annex F, in evaluating whether or not to vote your shares of common stock in favor of the merger proposal or any other proposal set forth in this proxy statement/prospectus or in evaluating whether or not to redeem your IPO Shares.

Wells Fargo acted as capital markets advisor, financial advisor and lead placement agent to ADEX and was to be compensated for completion of its services in its roles as capital markets advisor and financial advisor at the closing of the merger. Before it completed such services, Wells Fargo resigned and waived any compensation it might have earned if it had completed the services for which it was engaged as lead placement agent, capital markets advisor and financial advisor. In connection with this resignation, Wells Fargo has disclaimed any responsibility for this proxy statement/prospectus.

On September 13, 2021, ADEX hired Wells Fargo to serve as financial advisor in connection with the merger, and on September 14, 2021, ADEX hired Wells Fargo to serve as capital markets advisor to ADEX in connection with the merger and as lead placement agent in a PIPE transaction. As compensation for its roles as financial advisor and capital markets advisor, Wells Fargo was to receive an aggregate fee of $3.5 million, which was contingent on the closing of the merger. Wells Fargo did not receive any fees in connection with its role as lead placement agent as a private placement transaction was not consummated. Although the services provided by Wells Fargo were substantially complete, Wells Fargo resigned on May 26, 2022. In connection with its resignation, Wells Fargo waived all rights to fees and compensation in connection with such roles and disclaimed any responsibility for the contents of this proxy statement/prospectus. Wells Fargo did not provide any reason to ADEX for its resignation or the waiver of fees.

Additionally, Wells Fargo was not responsible for the preparation of any materials reviewed by the ADEX board of directors other than providing a general market and process overview. Wells Fargo did identify potential PIPE investors and prepare the PIPE presentation that was provided to potential PIPE investors and the ADEX board of directors. Wells Fargo has not informed ADEX, or to the knowledge of ADEX any potential PIPE investors, that it has withdrawn its association with the materials in the immediately preceding sentence.

Although Wells Fargo’s services were substantially complete, it is possible that Wells Fargo’s resignation will adversely impact market perception of the merger. If market perception is negatively impacted, an increased number of ADEX stockholders may vote against the proposed merger or seek to redeem their shares for cash, which could potentially impact ADEX’s ability to consummate the merger.

At the request of the Division of Corporation Finance of the SEC, ADEX requested that Wells Fargo provide a letter stating whether it agrees with the statements made in this proxy statement/prospectus relating to its resignation. As of the date of this proxy statement/prospectus, ADEX has not received any such letter from Wells Fargo. Wells Fargo’s failure to respond should not be interpreted to mean that Wells Fargo agrees with this disclosure. As Wells Fargo has indicated that it does not want to be associated with the disclosure in this proxy statement/prospectus, stockholders should not put any reliance on the fact that Wells Fargo was previously involved with any aspect of the transactions described in this prospectus/proxy statement.

There can be no assurance that we will be able to transfer the listing of our securities to the NYSE American or that we will be able to comply with the continued listing standards of the NYSE, the NYSE American, or any other exchange on which our securities may be listed in the future.

Our common stock, units and warrants are currently listed on the NYSE. However, the trading of our securities on the NYSE was halted on February 7, 2023 due to our inability to meet the continued listing standard of the NYSE requiring us to maintain an average aggregate global market capitalization attributable to our publicly-held shares over a consecutive 30 trading day period of at least $40,000,000. We have applied to transfer the listing of our securities to the NYSE American. While the trading halt is in place, our common stock, warrants and units cannot be traded on any other exchange or in the over-the-counter market. The information contained in this proxy statement/prospectus assumes that our securities are approved for listing on NYSE American. While we are working diligently to transfer the listing of our securities to the NYSE American, there can be no assurance that we will successfully transfer such listing in a timely manner or at all.

Our eligibility for continued listing may depend on, among other things, the number of our shares that are redeemed and the resulting market capitalization, public float and number of round lot holders of our shares immediately after the merger, each of which may drop below the required amount due to redemptions. If, in connection with the merger, NYSE American delists our common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” To the extent our common stock, units, or warrants are listed on the NYSE American, they are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can

regulate or bar the sale of covered securities in a particular case. Certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE American, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

We are a blank check company, and as we have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, substantial doubt exists as to our ability to continue as a going concern if we do not consummate an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter). On December 23, 2022, our stockholders approved the extension proposal. Stockholders holding 25,132,578 IPO Shares exercised their right to redeem such shares for a pro rata portion of the funds then on deposit in the trust account for approximately $253.6 million (approximately $10.09 per share). In connection with the extension meeting, our charter was amended to extend the date by which we must consummate our initial business combination up to six times at the election of our board of directors for an additional one month each time (for a maximum of six one-month extensions), or otherwise (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the IPO Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. In addition, if we fail to complete an initial business combination by the applicable extension date (the latest of which is July 14, 2023), there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described in our Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, we have identified a material weakness in our internal control over financial reporting related to our application of ASC 480-10-S99 to our accounting of complex financial instruments. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of March 31, June 30, September 30, or December 31, 2021 or as of March 31, 2022 or June 30, 2022.

In light of the material weakness, we designed and implemented remediation measures to address the material weakness previously identified related to the accounting for complex financial instruments and enhanced our internal control over financial reporting. We enhanced our processes to identify, review and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the

complex financial instruments that apply to our condensed financial statements, including enhanced analyses by third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, including the passage of time, which we believe remediated the material weakness in internal control over financial reporting, were completed as of September 30, 2022.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

No material costs have been incurred or are expected to be incurred with respect to our remediation plans. While we have remediated this material weakness as of September 30, 2022, we can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

The restatement of our financial statements has subjected us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings.

As a result of the restatement of our financial statements, we have become subject to additional risks and uncertainties, including, among others, increased professional fees and expenses and time commitment that may be required to address matters related to the restatements, and scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in our reported financial information and could subject us to civil or criminal penalties or stockholder litigation. We could face monetary judgments, penalties or other sanctions that could have a material adverse effect on our business, financial condition and results of operations and could cause its stock price to decline.

Our ability to successfully effect the merger and to be successful thereafter will be dependent upon the efforts of our key personnel, including the key personnel of GRIID whom we expect to stay with New GRIID. The loss of key personnel could negatively impact the operations and profitability of New GRIID and its financial condition could suffer as a result.

Our ability to successfully effect the merger is dependent upon the efforts of our key personnel and the key personnel of GRIID. It is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of New GRIID. We anticipate that some or all of the management of GRIID will remain in place.

New GRIID’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of GRIID’s officers could have a material adverse effect on New GRIID’s business, financial condition, or operating results. GRIID does not maintain key-person life insurance on any of its officers. The services of such personnel may not continue to be available to New GRIID.

ADEX and GRIID will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on GRIID’s team members and third parties may have an adverse effect on ADEX and GRIID. These uncertainties may impair our or GRIID’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making

other decisions or seek to change existing business relationships. If key team members depart because of uncertainty about their future roles and the potential complexities of the merger, our or GRIID’s business could be harmed.

The unaudited pro forma condensed combined financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information for New GRIID following the merger in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the merger been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

We may waive one or more of the conditions to the merger.

We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the merger, to the extent permitted by our current charter and bylaws and applicable laws. However, if ADEX’s board of directors determines that a failure to satisfy the condition is not material, then ADEX’s board of directors may elect to waive that condition and close the merger. We may not waive the condition that our stockholders approve the merger. Please see the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement—Conditions to Closing of the Merger” for additional information.

In the period leading up to the closing of the merger, other events may occur that, pursuant to the merger agreement, would require ADEX to agree to amend the merger agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of GRIID’s business, a request by GRIID to undertake actions that would otherwise be prohibited by the terms of the merger agreement or the occurrence of other events that would have a material adverse effect on GRIID’s business and would entitle ADEX to terminate the merger agreement. In any of such circumstances, it would be in the discretion of ADEX, acting through its board of directors, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for ADEX and our stockholders and what they may believe is best for themselves or their affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after stockholder approval of the merger has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the merger that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the merger proposal.

We and GRIID will incur significant transaction and transition costs in connection with the merger.

We and GRIID have both incurred and expect to continue to incur significant, non-recurring costs in connection with consummating the merger, and New GRIID is expected to incur ongoing costs related to operating as a public company following the consummation of the merger. New GRIID may also incur additional costs to retain key team members. Upon closing, all expenses incurred in connection with the merger agreement and the merger, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New GRIID following the closing of the merger.

ADEX’s transaction expenses as a result of the merger are currently estimated to be approximately $12,307,381, including $6,762,000 in deferred underwriting commissions payable to the underwriters of our IPO. The amount of the deferred underwriting commissions will not be adjusted based on redemptions of IPO Shares. The per-share amount we will distribute to holders of IPO Shares who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we have sought and intend to continue to seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any funds held in the trust account for the benefit of our stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the funds held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our common stock, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. As a result, the per-share redemption amount received by stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

Our directors may decide not to enforce the indemnification obligations of the sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share or (ii) other than due to the failure to obtain a waiver to seek access to the trust account, such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to fund our working capital requirements and/or to pay our tax obligations (less up to $100,000 of such net interest to pay dissolution expenses), and the sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against the sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising

their business judgment may choose not to do so if, for example the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine a favorable outcome is unlikely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in our trust account available for distribution to our stockholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the trust account to our stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying holders of IPO Shares from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Stockholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. In order for stockholders to liquidate their investment, therefore, you may be forced to sell your shares or warrants, potentially at a loss.

Our stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, such as the merger, and then only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any shares properly submitted in connection with a stockholder vote to amend our current charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our current charter or to redeem 100% of our shares if we do not complete our initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of our shares if we are unable to complete an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), as further described herein. In no other circumstances will a stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your shares or warrants, potentially at a loss.

Even if we consummate the merger, there is no guarantee that the IPO warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for our warrants is $11.50 per share of common stock. There is no guarantee that the IPO warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

Following the consummation of the merger, New GRIID’s sole material asset will be its direct equity interest in GRIID and, accordingly, New GRIID will be dependent upon distributions from GRIID to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on New GRIID’s common stock.

New GRIID will be a holding company and, subsequent to the completion of the merger, will have no material assets other than its direct equity interest in GRIID. New GRIID will have no independent means of generating revenue. To the extent GRIID has available cash, New GRIID will cause GRIID to make distributions of cash to pay taxes, cover New GRIID’s corporate and other overhead expenses and pay dividends, if any, on New GRIID common stock. To the extent that New GRIID needs funds and GRIID fails to generate sufficient cash flow to distribute funds to New GRIID or is restricted from making such distributions or payments under applicable law or regulation or under the terms of its financing arrangements, or is otherwise unable to provide such funds, New GRIID’s liquidity and financial condition could be materially adversely affected.

Although we have conducted due diligence on GRIID, we cannot assure you that this diligence will surface all material issues that may be present in GRIID’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of GRIID’s business and outside of our and GRIID’s control will not later arise, such as the situation in Ukraine. As a result of these factors, we may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the surviving company or its securities. Accordingly, any of our stockholders who choose to remain stockholders following the merger could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

We cannot assure you that our diligence review has identified all material risks associated with the merger, and you may be less protected as an investor from any material issues with respect to GRIID’s business, including any material omissions or misstatements contained in this proxy statement/prospectus relating to the merger, than an investor in an underwritten initial public offering.

Before entering into the initial merger agreement, we performed a due diligence review of GRIID and its business and operations; however, we cannot assure you that our due diligence review identified all material issues, and certain unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Additionally, the scope of due diligence we have conducted in conjunction with the merger may be different than would typically be conducted in the event GRIID pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to private investors for any material misstatements or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the common stock that will be issued pursuant to the registration statement of which this proxy statement/prospectus forms a part and thus no corresponding right of action is available to our stockholders for any material misstatements or omissions in such registration statement and this proxy statement/prospectus. Therefore, as a stockholder, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges that could have a significant negative effect on New GRIID’s financial condition, results of operations and the price of its securities, which could cause you to lose some or all of your investment without recourse against an underwriter that may have been available had GRIID been taken public through an underwritten public offering.

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Our stockholders will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the IPO and the sale of the warrants are intended to be used to complete the merger, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Securities Act Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units are immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of our initial business combination.

We have no operating or financial history and our results of operations and those of the surviving company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

We are a blank check company and we have no operating history and no revenues. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the surviving company. The unaudited pro forma condensed combined statements of operations of the surviving company combined the historical audited results of operations of ADEX for the nine months ended September 30, 2022 and the period from inception to December 31, 2021, with the historical audited results of operations of GRIID for the nine months ended September 30, 2022 and the year ended December 31, 2021, and gives pro forma effect to the merger as if it had been consummated on January 1, 2020. The unaudited pro forma condensed combined balance sheet of the surviving company combines the historical balance sheets of ADEX as of September 30, 2022 and of GRIID as of September 30, 2022 and gives pro forma effect to the merger as if it had been consummated on January 1, 2021.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the merger been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the surviving company. Accordingly, the surviving company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States and other jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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tax effects of stock-based compensation;

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changes in tax laws, regulations or interpretations thereof; or

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lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

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In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

Following the merger, the price of our securities may fluctuate significantly due to the market’s reaction to the merger and general market and economic conditions. An active trading market for our securities following the merger may never develop or, if developed, it may not be sustained. In addition, the price of our securities after the merger can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, the NYSE American for any reason, the liquidity and price of our securities may be more limited than if we were quoted or listed on the NYSE American or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the merger’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

If the benefits of the merger do not meet the expectations of investors or securities analysts, the market price of ADEX’s securities may decline. The market values of our securities at the time of the merger may vary significantly from their prices on the date the merger agreement was executed, the date of this proxy statement/prospectus, or the date on which our stockholders vote on the merger.

In addition, following the merger, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Immediately prior to the merger, there has not been a public market for GRIID’s securities and trading in the shares of ADEX’s common stock has not been active. Accordingly, the valuation ascribed to GRIID and ADEX’s common stock in the merger may not be indicative of the price of the surviving company that will prevail in the trading market following the merger. If an active market for ADEX’s securities develops and continues, the trading price of New GRIID’s securities following the merger could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of New GRIID’s securities following the merger may include:

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fluctuations in the price of bitcoin;

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price fluctuations in the wholesale and retail power markets;

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climate change, acts of God, utility equipment failure or scheduled and unscheduled maintenance that result in electricity outages to the utility’s or the broader electrical network’s facilities;

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demand for transactions in bitcoin declines and/or is replaced by new demand for other cryptocurrencies;

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disruptions or security breaches that result in a loss or damage to New GRIID’s network;

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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

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changes in the market’s expectations about our operating results;

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the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

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speculation in the press or investment community;

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success of competitors;

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our operating results failing to meet the expectation of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning New GRIID or the market in general;

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operating and stock price performance of other companies that investors deem comparable to the surviving company;

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changes in laws and regulations affecting our business;

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commencement of, or involvement in, litigation involving New GRIID;

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changes in the surviving company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of shares of our common stock available for public sale;

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any major change in New GRIID’s board of directors or management;

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sales of substantial amounts of common stock by our directors, officers or significant stockholders or the perception that such sales could occur;

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the realization of any of the risk factors presented in this proxy statement/prospectus;

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additions or departures of key personnel;

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failure to comply with the requirements of the NYSE American;

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failure to comply with the provisions of the Sarbanes-Oxley Act or other laws or regulations;

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actual, potential or perceived control, accounting or reporting problems;

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changes in accounting principles, policies and guidelines; and

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and health epidemics and pandemics, including COVID-19, acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and securities listed on the NYSE American have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the surviving company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Additionally, the trading price of New GRIID securities may be increasingly correlated to the trading prices of bitcoin. Bitcoin companies’ stocks have shown volatility relative to bitcoin. Bitcoin and other cryptocurrency market prices, which have historically been volatile and are impacted by a variety of factors (including those discussed herein), are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. As noted elsewhere herein, while GRIID does not have, and New GRIID will not have any direct exposure to the cryptocurrency market participants that recently filed for Chapter 11 bankruptcy, the failure or insolvency of such participants may cause the price of bitcoin to fall and decrease confidence in the cryptocurrency industry, which could negatively impact New GRIID’s stock price. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of bitcoin, or New GRIID’s stock price, inflating and making their market prices more volatile.

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In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

The market price of New GRIID common stock may be volatile as a result of industry-wide developments, which could subject New GRIID to securities class action litigation and result in substantial losses for New GRIID stockholders.

The market price of New GRIID common stock could be subject to extreme volatility and fluctuations in response to recent industry-wide developments beyond New GRIID’s control, such as continued industry-wide fallout from the recent Chapter 11 bankruptcy filings of FTX, including its affiliated hedge fund Alameda Research LLC, crypto hedge fund Three Arrows and crypto lenders Celsius, Voyager, BlockFi and Genesis, as well as the many risk factors listed in this proxy statement/prospectus. Although GRIID does not have, and New GRIID will not have, any direct exposure to any of the cryptocurrency market participants that recently filed for Chapter 11 bankruptcy, including FTX and Genesis, whose parent company owns Foundry, one of GRIID’s custodians. Currently we believe that we are not subject to any material risks arising from its indirect exposure to Genesis. We also have no direct exposure to any of the cryptocurrency market participants who are known to have experienced suspended withdrawals or have crypto assets of their customers unaccounted for, and we do not have any assets, material or otherwise, that may not be recovered due to these bankruptcies or excessive or suspended redemptions. Even though GRIID does not have, and New GRIID will not have, direct exposure to any of the events described above, the price of New GRIID’s common stock may still not be immune to unfavorable investor sentiment resulting from these recent developments in the broader cryptocurrency industry.

We may be subject to legal proceedings in connection with the merger, the outcomes of which would be uncertain, and may delay or prevent the completion of the business combination and adversely affect New GRIID’s business, financial condition and results of operations.

ADEX may in the future receive demand letters or complaints, from purported stockholders of ADEX regarding certain actions taken in connection with the merger and the adequacy of the registration statement of which this proxy statement/prospectus forms a part. These demand letters or complaints may lead to litigation against ADEX or its directors and officers in connection with the merger. Defending against any lawsuits could require ADEX to incur significant costs and draw the attention of ADEX’s management away from the merger. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the closing of the merger may adversely affect New GRIID’s business, financial condition and results of operations. Such legal proceedings could also delay or prevent the closing of the merger from occurring within the contemplated timeframe.

Past performance by Adit Ventures or its affiliates, including our management team, may not be indicative of future performance of an investment in ADEX or the surviving company.

Past performance by ADEX, Adit Ventures, LLC (“Adit”), an affiliate of the sponsor, businesses associated with Adit, our management team or their respective affiliates is not a guarantee of success with respect to the merger. You should not rely on the historical record of Adit, businesses associated with Adit, our management team or their respective affiliates as indicative of the future performance of an investment in ADEX or the surviving company or the returns ADEX or the surviving company will, or is likely to, generate going forward.

If, following the merger, securities or industry analysts do not publish, or cease publishing, research or reports about New GRIID, its business, or its market, or if they change their recommendations regarding New GRIID’s common stock adversely, then the price and trading volume of New GRIID’s common stock could decline.

The trading market for New GRIID’s common stock will be influenced by the research and reports that industry or securities analysts may publish about New GRIID, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on ADEX or New GRIID. If no securities or industry analysts commence coverage of New GRIID, our or, following the merger, New

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GRIID’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover New GRIID change their recommendation regarding New GRIID’s stock adversely, or provide more favorable relative recommendations about our competitors, the price of New GRIID’s common stock would likely decline. If any analyst who may cover ADEX were to cease coverage of New GRIID or fail to regularly publish reports on it, New GRIID could lose visibility in the financial markets, which could cause New GRIID’s stock price or trading volume to decline.

We may be unable to obtain additional financing to fund the operations and growth of New GRIID.

We may require additional financing to fund the operations or growth of New GRIID. We and GRIID have entered into the GEM Share Purchase Agreement to provide further liquidity to New GRIID after the merger, but there can be no guarantee that we will be able to secure additional financing on favorable terms, or at all. To the extent that cash on hand and cash generated from operations are not sufficient to fund capital requirements, or if New GRIID does not meet the conditions to sell shares to GEM Global Yield LLC SCS under the GEM Share Purchase Agreement, New GRIID may require proceeds from asset sales, additional debt, equity financing or alternative financing structures. However, the opportunity to sell assets, obtain additional debt, equity financing, or access capital through other financing structures may not be available to New GRIID, whether due to negative investor sentiment from the recent Chapter 11 bankruptcy filings of various cryptocurrency market participants, including Genesis, FTX, BlockFi, Celsius, Voyager and Three Arrows, or adverse geopolitical or economic conditions, or, if available, may not be available on satisfactory terms. Additionally, our credit agreement may restrict our ability to obtain such financing. If New GRIID is unable to obtain additional capital, New GRIID may be forced to reduce or delay capital expenditures or change its business strategy, sell assets or restructure or refinance its indebtedness, all of which could have a material adverse effect on our business or financial condition None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our merger.

With the limited exceptions of the services performed under the HDP Agreement and the Mining Services Agreement as described elsewhere in this proxy statement/prospectus, New GRIID will mine only bitcoin solely for its own account (without customers or counterparties). New GRIID will not hold crypto assets on behalf of third parties or any customers and has no direct exposure (whether through deposits or otherwise) to any cryptocurrency market participants that recently filed for Chapter 11 bankruptcy or are known to have experienced excessive redemptions, suspended redemptions or have crypto assets of their customers unaccounted for. Additionally, our business in the commercial optimization of power is unaffected by the recent crypto industry market events. However, negative investor sentiment regarding the cryptocurrency industry at large may make it difficult for New GRIID to obtain additional financing on terms that are acceptable, or at all, which could affect New GRIID’s liquidity.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and the NYSE American. In particular, we are required to comply with certain SEC, NYSE American and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

We completed our IPO in January 2021. Since we are a blank check company, the efforts of our board of directors and management since the completion of our IPO have been focused on searching for a target business with which to consummate an initial business combination and, since November 29, 2021, on the consummation of the merger.

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On March 30, 2022, the SEC issued the SPAC Rule Proposals, which include proposals relating to the circumstances in which SPACs such as us could be subject to the 1940 Act, and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor from one prong of the definition of “investment company” under Section 3(a)(1)(A) of the 1940 Act for a SPAC satisfying certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the SPAC’s IPO Registration Statement. The SPAC also would need to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

Following our IPO, the funds in the trust account were held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the 1940 Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the 1940 Act), we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation.

We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then-outstanding warrants. As a result, the exercise price of a holder’s warrants could be increased, the exercise period could be shortened and the number of shares of our common stock purchasable upon exercise of a warrant could be decreased, all without the approval of that warrant holder.

Our warrants are issued in registered form under the amended and restated warrant agreement with Continental Stock Transfer & Trust Company (the “warrant agreement”). The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then-outstanding warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least a majority of the then-outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant.

We may redeem unexpired IPO warrants prior to their exercise at a time that is disadvantageous to the holder thereof.

We have the ability to redeem outstanding IPO warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per IPO warrant, provided that the last reported sales price of our common

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stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described herein) for any 20 trading days within a 30 trading-day period commencing once the IPO warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the IPO warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding IPO warrants could force the holder thereof (i) to exercise the holder’s IPO warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holder to do so, (ii) to sell the holder’s IPO warrants at the then-current market price when you might otherwise wish to hold the holder’s IPO warrants or (iii) to accept the nominal redemption price which, at the time the outstanding IPO warrants are called for redemption, is likely to be substantially less than the market value of the IPO warrants. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers or their permitted transferees. For additional information, see “Questions and Answers About the Transaction Proposals for ADEX Stockholders—If I am a warrant holder, can I exercise redemption rights with respect to my warrants?”

Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one warrant. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant may be exercised at any given time. This is different from other companies similar to ours whose public units include one share of common stock and one IPO warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure causes our units to be worth less than if they included a warrant to purchase one whole share.

Upon closing of the merger or any other initial business combination, warrants will become exercisable for our common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

We issued warrants to purchase 13,800,000 shares of common stock as part of our IPO and, on the IPO closing date, we issued warrants to the sponsor and initial stockholders to purchase 7,270,000 shares of our common stock, in each case with a strike price of $11.50 per share. Such warrants will become exercisable 30 days after the closing of the merger or any other initial business combination.

Additionally, the Blockchain warrant will be automatically adjusted and exercised for an exercise price of $0.01 into a number of GRIID Class B units entitling Blockchain to a proportionate share of the updated merger consideration to be equal to 10% of the issued and outstanding capital stock of New GRIID immediately following the closing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID” for further discussion of the Blockchain warrant.

Under the GEM Share Purchase Agreement, New GRIID is obligated to pay GYBL a commitment fee of $4 million, payable in cash or shares, and issue a warrant to GYBL exercisable for the number of shares of New GRIID common stock equal to 2% of the outstanding equity interests in New GRIID after the closing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ADEX” for further information on the GEM Share Purchase Agreement.

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If issued, when the shares of common stock issuable upon exercise of the warrants held by GEM are issued, there will and would be dilution to the then-existing holders of common stock of ADEX and an increase in the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to our stockholders upon the redemption of our shares in the event we do not complete an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our shares as soon as reasonably possible following the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) in the event we do not complete an initial business combination and, therefore, we do not intend to need to comply with the foregoing procedures.

Because we do not expect to be required to comply with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the ten years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our stockholders upon the redemption of our shares in the event we do not complete an initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

Anti-takeover provisions contained in our proposed charter, as well as provisions of Delaware law, could impair a takeover attempt.

Assuming the passage of the charter amendment proposal and the advisory charter proposals, the proposed charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which

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could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions will include:

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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect candidates to serve as a director of New GRIID’s board of directors;

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a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of New GRIID’s board of directors;

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the exclusive right of New GRIID’s board of directors to fill newly created directorships and vacancies with respect to directors elected by the stockholders generally entitled to vote, which prevents stockholders from being able to fill vacancies on New GRIID’s board of directors;

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the requirement that special meetings of stockholders may only be called by the Chairperson of New GRIID’s board of directors, the Chief Executive Officer of New GRIID or the majority of New GRIID’s board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

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the requirement that any action required or permitted to be taken by the stockholders of New GRIID may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing;

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the requirement that, amendments to certain provisions of the proposed charter must be approved by the affirmative vote of the holders of at least 66 2/3% in voting power of the then-outstanding shares of New GRIID generally entitled to vote;

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the requirement that amendments to the Amended and Restated Bylaws must be approved by New GRIID’s board of directors;

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our authorized but unissued shares of common stock and preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans, and the existence of authorized but unissued and unreserved shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise;

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advance notice procedures set forth in the proposed bylaws that stockholders must comply with in order to nominate candidates to New GRIID’s board of directors or to propose other matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of New GRIID; and

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an exclusive forum provision which will provide that, except for claims or causes of action brought to enforce a duty or liability created by the Securities Act or Exchange Act, and unless New GRIID consents in writing to the selection of an alternative forum, (i) any derivative claim or action or proceeding brought on behalf of New GRIID, (ii) any claim or action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee, agent or stockholder of New GRIID to New GRIID or New GRIID’s stockholders, (iii) any claim or action asserting a claim against New GRIID or any current or former director, officer or employee of New GRIID arising pursuant to any provision of the DGCL, the proposed charter or the Amended and Restated Bylaws (as each may be amended from time to time), (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the proposed charter or the Amended and Restated Bylaws (as each may be amended from time to time, including any right, obligations or remedy thereunder), (v) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (vi) any action asserting a claim against New GRIID, or any director, officer or employee of New GRIID governed by the internal affairs doctrine or otherwise related to New

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GRIID’s internal affairs, in each case, will be required to be filed in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then another state court located within the State of Delaware, or if no state court located within the State of Delaware has jurisdiction over any such action or proceeding, then the United States District Court for the District of Delaware) and any appellate court therefrom.

The current charter contains, and, if approved and adopted, the proposed charter will contain, a provision renouncing our interest and expectancy in certain corporate opportunities.

The current charter provides, and, if approved and adopted, the proposed charter will provide, that the doctrine of corporate opportunity, or any other analogous doctrine, will not apply with respect to New GRIID or any of its officers or directors in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the filing of the proposed charter with the Secretary of State of the State of Delaware or in the future. If approved and adopted, the proposed charter will also provide that the doctrine of corporate opportunity will not apply to any other corporate opportunity with respect to any of the directors or officers of New GRIID unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of New GRIID and such opportunity is one New GRIID is legally and contractually permitted to undertake and would otherwise be reasonable for New GRIID to pursue. These provisions of the proposed charter create the possibility that a corporate opportunity of ours may be used for the benefit of the GRIID related parties.

The provision of our proposed charter requiring exclusive forum in the state courts in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

The current charter provides, and the proposed charter will provide, that, except for claims or causes of action brought to enforce a duty or liability created by the Securities Act or Exchange Act, and unless New GRIID consents in writing to the selection of an alternative forum, (i) any derivative action brought on behalf of New GRIID, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of New GRIID to New GRIID or New GRIID’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the proposed charter or Amended and Restated Bylaws, or (iv) any action asserting a claim against New GRIID, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (x) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (y) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (z) for which the Court of Chancery does not have subject matter jurisdiction. The exclusive forum provision described above does not apply to actions arising under the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations promulgated thereunder. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations promulgated thereunder. There is uncertainty as to whether a court would enforce a forum selection clause in connection with claims arising under the Securities Act and the rules and regulations promulgated thereunder, and in any event, stockholders will not be deemed to have waived New GRIID’s compliance with the federal securities laws and the related rules and regulations.

Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds the exclusive forum

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provision contained in the proposed charter to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act. As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following January 11, 2026, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.235 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it remains an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find our common stock less attractive because we rely on these exemptions. If some investors find our common stock less attractive as a result of our reliance on these exemptions, there may be a less active trading market for our common stock and our stock price may be more volatile or lower.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Further, we may be subject to additional burdensome and costly requirements under the Sarbanes-Oxley Act if we are no longer an emerging growth company or smaller reporting company.

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Because New GRIID may be a “controlled company” within the meaning of the NYSE American listing standards, New GRIID stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors of New GRIID is held by an individual, a group or another company, New GRIID will constitute a “controlled company” within the meaning of the NYSE American listing standards. Following the completion of the merger, Griid Holdings LLC, whose sole member and manager is GRIID’s Chief Executive Officer, James D. Kelly III, will control approximately 47.7% of the voting power of New GRIID common stock assuming no further redemptions of ADEX’s common stock (or 50.7% of the voting power of New GRIID common stock assuming the maximum redemption scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”). As a result, New GRIID will likely be a “controlled company” within the meaning of the NYSE American listing standards and will not be subject to the requirements of the NYSE American that would otherwise require New GRIID to have: (i) a majority of its board of directors comprised of independent directors; (ii) a nominating committee comprised solely of independent directors; (iii) a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for New GRIID’s board selection, by the nominating committee. To the extent New GRIID relies on any of these exemptions, holders of New GRIID common stock will not have the same protections afforded to stockholders of companies that are subject to these listing standards.

If the NTA proposal is approved, our failure to meet the initial listing requirements of NYSE American or an alternate exchange could result in an inability to list New GRIID’s shares of common stock on NYSE American or an alternate exchange and require it to comply with the penny stock rules and could affect our cash position following the merger.

The current charter provides that ADEX will not redeem IPO Shares in connection with an initial business combination to the extent such redemption would cause ADEX’s NTA to be less than $5,000,001, and that ADEX will not consummate an initial business combination if the combined company would have NTA less than $5,000,001 immediately following the closing thereof. The purpose of this provision had been to ensure that, in connection with its initial business combination, ADEX would continue, as it has since the IPO, to not be subject to the “penny stock” rules of the SEC, and therefore would not be considered a “blank check company” as defined under Rule 419 of the Securities Act, because ADEX complied with an exclusion to the “penny stock” rules for companies that have net tangible assets of at least $5,000,001. However, ADEX believes that it may rely on another exclusion, which relates to it being listed on the NYSE American or an alternate exchange. If the NTA proposal is approved, our failure to meet the initial listing requirements of the NYSE American or an alternate exchange could result in an inability of New GRIID to list its common stock on NYSE American or an alternate exchange and the obligation to comply with the penny stock trading rules. See “Proposal No. 5—The NTA Proposal” for additional information.

If New GRIID is not able to list its common stock on the NYSE American or an alternate exchange, its shares would likely then trade only in the over-the-counter market and the market liquidity of shares could be adversely affected and the market price of New GRIID’s securities could decrease. If New GRIID’s shares were to trade on the over-the-counter market, selling them could be more difficult because smaller quantities of shares would likely be bought and sold and transactions could be delayed. In addition, we could face significant material adverse consequences, including a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for New GRIID; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for New GRIID’s common stock and would substantially impair its ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for New GRIID.

Moreover, if the NTA proposal is approved, there can be no guarantee that New GRIID will have net tangible assets of at least $5,000,001 immediately following the closing of the merger. See “—Risks Related to Redemption” for additional information.

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Risks Related to Redemption

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination even though holders of our IPO Shares elected to redeem a substantial majority of our IPO Shares in connection with the extension meeting.

Our current charter does not provide a specified maximum redemption threshold. As a result, we may be able to complete the merger even though holders of a substantial majority of our IPO Shares have redeemed their shares in connection with the extension meeting and additional holders of our IPO Shares may redeem their shares in connection with the merger. In connection with the extension meeting, approximately 91% of the IPO Shares were redeemed. Following the redemptions in connection with the extension meeting, approximately $253.8 million was withdrawn from the trust account and distributed to the holders of IPO Shares that redeemed such shares, leaving approximately $25 million left in the trust account. Consummating an initial business combination after a substantial amount of additional redemptions could have an adverse effect on our business, liquidity, financial condition and operating results.

Because a substantial number of holders have already elected to redeem their IPO Shares, it may not be possible for us to complete a business combination.

In the event the NTA proposal is not approved and the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption would exceed the aggregate amount of cash available to us or cause us to have net tangible assets below $5,000,001 immediately prior to or upon consummation of an initial business combination, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. If we are not able to complete the merger with GRIID or another initial business combination by the applicable extension date, the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter, we will cease all operations except for the purpose of winding up, redeeming the IPO Shares and liquidating the trust account, in which case holders of IPO Shares may only receive approximately $ per share and our warrants will expire worthless.

A substantial number of public stockholders redeemed their IPO Shares in connection with the extension vote. Given that many of the remaining stockholders will be subject to lock-up agreements and may not be able to sell their shares on the NYSE American or an alternate exchange, the public float and trading volume of New GRIID’s common stock may be very small. As a result, the trading price of such common stock may be volatile.

A substantial number of ADEX public stockholders have already redeemed their IPO Shares in connection with the extension meeting, which has caused the ADEX public float and trading volume to decline significantly. Additionally, ADEX public stockholders will be provided with an opportunity to redeem their IPO Shares in connection with the merger. Given that many of the remaining stockholders will be subject to lock-up agreements that prevent them from selling shares of New GRIID’s common stock for a period of time after the merger, they may not be able to sell their shares on the NYSE American or an alternate exchange. As a result, the public float and trading volume of New GRIID’s common stock may be further reduced, thus causing the stock price to be volatile.

If you or a “group” of stockholders are deemed to hold in excess of 15% of our outstanding common stock, you will lose the ability to redeem all such IPO Shares in excess of 15% of our outstanding common stock.

Our current charter provides that a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to the IPO Shares in excess of 15% of our outstanding common stock (or the “excess shares”). However, we would not be restricting our stockholders’ ability to vote all of their shares (including excess shares) for or against the merger. Your inability to redeem the excess shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell excess shares in open market transactions.

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There is no guarantee that a stockholder’s decision to redeem any of its IPO Shares for a pro rata portion of the trust account will put the stockholder in a better future economic position than had such stockholder not redeemed such IPO Shares.

We can give no assurance as to the price at which a stockholder may be able to sell its, his or her shares in the future following the completion of the merger or any alternative business combination. Certain events following the consummation of any initial business combination, including the merger, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of New GRIID might realize in the future had the stockholder not redeemed its IPO Shares. Similarly, if a stockholder does not redeem its IPO Shares, the stockholder will bear the risk of ownership of such shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and financial advisors for assistance on how this may affect his, her or its individual situation.

Stockholders of ADEX who wish to redeem their IPO Shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights shortly prior to the deadline. If stockholders fail to comply strictly with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their IPO Shares for a pro rata portion of the funds then on deposit in our trust account.

Stockholders who wish to redeem their IPO Shares for a pro rata portion of the trust account must, among other things, two business days prior to the vote at the special meeting (i) submit a request in writing to the transfer agent and (ii) deliver their IPO Shares to the transfer agent, physically or electronically through the DWAC system.

Stockholders electing to redeem their IPO Shares will receive their pro rata portion of the trust account less taxes payable, calculated as of two business days prior to the anticipated consummation of the merger. Please see the section entitled “Proposal No. 1—The Merger Proposal—Redemption Rights” for additional information on how to exercise your redemption rights.

If a stockholder fails to become aware of the opportunity to redeem its, his or her IPO Shares in connection with the merger before the redemption deadline, such stockholder will not have a later opportunity to redeem such IPO Shares.

We intend to comply with the proxy rules when conducting redemptions in connection with the merger. Despite our compliance with these rules, if a stockholder fails to receive our proxy materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials that we will furnish to holders of our shares in connection with the merger will describe the various procedures that must be complied with in order to validly redeem IPO Shares. For example, in connection with any stockholder vote to approve the merger, we may require our stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent or to deliver their shares to the transfer agent electronically up to two business days prior to the vote on the proposal to approve the merger. In the event that a stockholder fails to comply with these or any other procedures, its IPO Shares will not be redeemed.

Redemptions of IPO Shares may subject us to excise tax obligations.

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we are a Delaware corporation and our common stock is listed on the NYSE American, post-2022 repurchases of our stock will be subject to this 1% excise tax.

Any redemptions in connection with the business combination may be subject to the excise tax. Whether and to what extent we will be subject to the excise tax on a redemption of our stock depends on a number of factors, including (i) whether the redemption will be treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the shares that are treated as repurchased in connection with the business combination, and (iii) the content of future regulations and other guidance from the U.S. Department of the Treasury.

The imposition of the excise tax could cause a reduction in the cash available on hand for us to fund operations and to make distributions to shareholders. We expect to use interest earned on the trust account, as permitted by the charter, to satisfy any excise tax liability. If this were the case, the amount available in the trust account for distribution to our stockholders in connection with a liquidation would be reduced. The cash on hand for us to fund the operations after a business combination may also be reduced. This may adversely affect our ability to complete a business combination.

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SPECIAL MEETING OF ADEX STOCKHOLDERS

General

We are furnishing this proxy statement/prospectus to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held on , and at any adjournment or postponement thereof. The special meeting will be held entirely online. Stockholders may participate in the special meeting by visiting the following website: . Stockholders may also attend the special meeting in listen-only mode by dialing (toll-free within the U.S. and Canada) and (outside of the U.S. and Canada), Conference ID: , but will not be able to vote shares or ask questions during the meeting. This proxy statement/prospectus is first being furnished to our stockholders on or about , . This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

The special meeting will be held at at Eastern Time, on , , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. The special meeting will be held entirely online. Stockholders may participate in the special meeting by visiting the following website: . Stockholders may also attend the special meeting in listen-only mode by dialing (toll-free within the U.S. and Canada) and (outside of the U.S. and Canada), Conference ID: , but will not be able to vote shares or ask questions during the meeting.

Voting Power; Record Date

You will only be entitled to vote or direct votes to be cast at the special meeting if you owned shares of common stock at the close of business on , , which is the record date. You are entitled to one vote for each share of common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were shares of common stock outstanding. The Company’s warrants do not have voting rights in connection with the proposals.

Purpose of the Special Meeting

At the special meeting, ADEX is asking holders of shares of common stock to vote on the following proposals to:

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approve and adopt a proposal to approve the merger agreement and approve the transactions contemplated thereby;

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provide that the board of directors of ADEX be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

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provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon;

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assuming the condition precedent proposals are approved and adopted, approve and adopt the incentive plan, substantially in the form attached to this proxy statement/prospectus as Annex E;

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Recommendation to ADEX Stockholders

After careful consideration, ADEX’s board of directors recommends that ADEX’s stockholders vote “FOR” each proposal being submitted to a vote of ADEX’s stockholders at the special meeting, but expresses no opinion as to whether holders of IPO Shares should redeem their IPO Shares.

For a more complete description of ADEX’s reasons for the approval of the merger and the recommendation of ADEX’s board of directors, see the section entitled “Proposal No. 1—The Merger Proposal—ADEX’s Board of Directors’ Reasons for Approval of the Merger.”

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Vote of the Sponsor, Directors and Officers

In connection with the IPO, the sponsor and our directors and officers agreed to vote any shares of common stock owned by them in favor an initial business combination for which ADEX solicits stockholder approval, such as the merger.

The sponsor and our directors and officers have also agreed to waive their redemption rights for no additional consideration with respect to their shares they may have acquired after our IPO in connection with the completion of the merger. The shares have no redemption rights upon ADEX’s liquidation and will be worthless if no merger is effected by us by the applicable extension date, the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of ADEX’s stockholders is necessary to hold a valid meeting. The presence, in person (online) or by proxy, of stockholders holding a majority of the shares issued and outstanding and entitled to vote at the special meeting constitutes a quorum at the special meeting.

Approval of the charter amendment proposal and the NTA proposal requires the affirmative vote of a majority of the then-outstanding shares of common stock entitled to vote at the meeting. Approval of each of the merger proposal, the NYSE American proposal, the incentive plan proposal and the adjournment proposal requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting. Approval, on an advisory basis, of the advisory charter proposals, requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting. The election of the director nominees pursuant to the director election proposal requires the affirmative vote of the holders of a plurality of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting.

Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote against each of the proposals, other than the director election proposal, presented at the special meeting. Abstentions will have no effect on the outcome of the director election proposal. Broker non-votes will not be considered present for purposes of establishing a quorum, will have the same effect as a vote against the charter amendment proposal and the NTA proposal, and will have no effect on the outcome of the merger proposal, the NYSE American proposal, the advisory charter proposals, the incentive plan proposal, the director election proposal, or the adjournment proposal. A stockholder’s failure to vote by proxy or to vote in person (online) at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, will have the effect as a vote against the charter amendment proposal and the NTA proposal, and no effect on the outcome of the merger proposal, the NYSE American proposal, the advisory charter proposals, the incentive plan proposal, the director election proposal, and the adjournment proposal.

Based on the number of shares of common stock outstanding on the record date, shares of common stock, in the aggregate, will be required to achieve a quorum.

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Voting Your Shares

Each share of common stock that you own in your name entitles you to one vote on each of the proposals for the special meeting. Your one or more proxy cards show the number of shares of common stock that you own. There are several ways to vote your shares of common stock:

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You can vote your shares online at or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of common stock will be voted as recommended by the board of directors. The board of directors recommends voting “FOR” the merger proposal, “FOR” the charter amendment proposal, “FOR” the advisory charter proposals, “FOR” the NYSE American proposal, “FOR” the NTA proposal, “FOR” the incentive plan proposal, “FOR” each of the director nominees and “FOR” the adjournment proposal.

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You can attend the special meeting and vote in person (online) even if you have previously voted by submitting a proxy pursuant to any of the methods noted above.

Revoking Your Proxy

Stockholders may change their vote or revoke their proxy by sending a later-dated, signed proxy card to Adit EdTech Acquisition Corp., 1345 Avenue of the Americas, 33rd Floor New York, NY 10105; Attention: Secretary, so that it is received by the Company prior to the vote at the special meeting; transmitting a subsequent vote over the Internet prior to , Eastern Time, on , ; or attending the special meeting and voting in person (online). A stockholder’s last vote, whether prior to or at the special meeting, is the vote that will be counted. Stockholders also may revoke their proxy by sending a notice of revocation to ADEX’s Secretary, which must be received prior to the vote at the special meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of common stock, you may call Okapi, ADEX’s proxy solicitor, by calling (877) 259-6290 (banks and brokers can call collect at (212) 297-0720) or by emailing info@okapipartners.com.

Redemption Rights

Pursuant to our existing organizational documents, we are providing holders of IPO Shares with the opportunity to have such IPO Shares redeemed at the closing of the merger at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the merger, including interest (net of taxes payable), divided by the number of then-outstanding IPO Shares, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their IPO Shares will not be reduced by the deferred underwriting commissions we expect to pay to the IPO underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of , , the record date for the special meeting, of $ , the estimated per share redemption price would have been approximately $ . Holders of IPO Shares may elect to redeem their IPO Shares even if they vote for the merger proposal and the other transaction proposals. Our existing organizational documents provide that a holder of IPO Shares, acting together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of ADEX, will be restricted from exercising this redemption right with respect to more than 15% of our

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outstanding common stock in the aggregate without the prior consent of ADEX. There will be no redemption rights with respect to our warrants. The sponsor and our directors and officers have entered into the letter agreements with us pursuant to which they have agreed, for no additional consideration, to waive their redemption rights with respect to their shares, including any shares they may have acquired after our IPO in connection with the completion of the merger. Permitted transferees of such stockholders will be subject to the same obligations.

We will pay the redemption price to any holders of IPO Shares who properly exercise their redemption rights promptly following the closing, subject to the minimum net tangible asset condition discussed above. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, but only with our consent, until the vote is taken with respect to the merger.

If you exercise your redemption rights with respect to any IPO Shares, such IPO Shares will cease to be outstanding immediately prior to the merger and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of New GRIID following the merger, if any. You will be entitled to receive cash for these IPO Shares only if you properly and timely demand redemption.

Recently issued guidance from the Department of Treasury and the IRS does not exclude the ADEX common stock issued in exchange for units of GRIID limited liability company membership units from reducing the value of repurchased stock for this purposes. If the fair market value of the redeemed IPO Shares is netted against the fair market value of ADEX common stock issued in connection with the merger, there should be no liability for the stock repurchase excise tax as a result of the redemption of IPO shares.

If, however, the new excise tax is imposed on us with respect to redemptions of IPO Shares in connection with the merger, we will use interest earned on the trust account, as permitted by the current charter, to satisfy any excise tax liability. If this were the case, the amount available in our trust account for distribution to our stockholders in connection with a liquidation would be reduced. The cash on hand for us to fund the operations after a business combination may also be reduced. This may adversely affect our ability to complete a business combination.

Appraisal Rights

There are no appraisal rights in connection with any of the proposals to be voted on at the special meeting. The Company’s warrants do not have voting rights in connection with the proposals.

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Proxy Solicitation Costs

ADEX and GRIID are soliciting proxies on behalf of the board of directors of ADEX. ADEX has hired Okapi to assist in the proxy solicitation process. ADEX has agreed to pay Okapi a fee of $ . ADEX will reimburse Okapi for reasonable out-of-pocket losses, damages and expenses. ADEX will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to beneficial owners of shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. they will not be paid any additional amounts for soliciting proxies.

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PROPOSAL NO. 1—THE MERGER PROPOSAL

The Merger Agreement

This subsection of this proxy statement/prospectus describes the material provisions of the merger agreement, but does not purport to describe all of the terms of the merger agreement. The following summary is qualified in its entirety by reference to the complete text of the merger agreement, the full form of which is attached hereto as Annex A-1, A-2 and A-3. You are urged to read the merger agreement and each of the amendments in its entirety because the merger agreement, as amended, is the primary legal document that governs the merger.

The merger agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the merger agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made and will be made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the merger agreement. The representations, warranties and covenants in the merger agreement are also modified in important part by the underlying disclosure schedules, which are not filed publicly and which may be subject to contractual standards of materiality applicable to the contracting parties that differ from what may be viewed as material to stockholders. The representations and warranties in the merger agreement and the items listed in the disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts.

General Description of the Merger; Structure of the Merger

On November 29, 2021, we entered into the initial merger agreement with GRIID and Merger Sub pursuant to which, subject to the terms and conditions contained therein, Merger Sub will merge with and into GRIID with GRIID being the surviving entity and a subsidiary of New GRIID. On December 23, 2021, we, GRIID and Merger Sub entered into the first amendment; on October 17, 2022, we, GRIID and Merger Sub entered into the second amendment and on February 8, 2023, we, GRIID and Merger Sub entered into the third amendment.

Closing of the Merger

Subject to the terms and conditions of the merger agreement, the closing is expected to take place at 10:00 a.m., New York time, on the date which is three business days after the date on which all of the conditions described below under the subsection entitled “—The Merger Agreement—Conditions to the Closing of the Merger,” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as ADEX and GRIID may mutually agree.

Consideration

At the closing, the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in post-merger GRIID and each outstanding limited liability company membership unit of GRIID will be converted into the right to receive such unit’s share, as determined in accordance with the merger agreement, of 58,500,000 shares of ADEX common stock.

Material Adverse Effect

Under the merger agreement, certain representations and warranties of GRIID, ADEX and Merger Sub are qualified in whole or in part by a “material adverse effect” standard and “impairment effect” standard for purposes of determining whether a breach of such representations and warranties has occurred.

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Pursuant to the merger agreement, a “company material adverse effect” means any event, change, effect, occurrence, circumstance or development (each, an “effect”) that individually or in the aggregate, with any other effect has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, results of operations or condition (financial or otherwise) of GRIID and its subsidiaries, taken as a whole; provided, however, that in no event will any of the following, alone or in combination, be taken into account in determining whether a company material adverse effect has occurred or would reasonably be expected to occur under the preceding clause (i): (a) any change in applicable laws (including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, directive, guidelines or recommendations by any governmental entity in each case in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (collectively, “pandemic measures”)) or GAAP or any official interpretation thereof after the date of this Agreement, (b) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, or any change generally affecting the economy or the industry in which GRIID or any of its subsidiaries operate, (c) any change in the price or relative value of any digital currency or cryptocurrency, including but not limited to bitcoin, (d) any change in trading volume of any digital currency or cryptocurrency, or any halt or suspension in trading of any such digital currency or cryptocurrency on any digital currency exchange, in each case including but not limited to bitcoin, (e) the announcement or the execution of the merger agreement, the pendency or consummation of the merger or the performance of the merger agreement, including the impact thereof on the relationships, contractual or otherwise, of GRIID and its subsidiaries with customers, suppliers, licensors, distributors, partners, providers and employees (provided that the exception in this clause (e) does not apply to the representations and warranties set forth in section 4.5 of the merger agreement to the extent that their purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by the merger agreement or the condition set forth in section 7.2(a) of the merger agreement to the extent it relates to such representations and warranties), (f) the compliance with the express terms of the merger agreement or the taking of any action expressly required by the merger agreement, (g) any strike, embargo, labor disturbance, riot, protests, cyberterrorism event, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire, meteorological event or other natural disaster, act of God or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19), (h) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, any of GRIID or its subsidiaries operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel, and (i) any failure of GRIID and its subsidiaries, taken as a whole, to meet any projections, forecasts or budgets (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (a) through (h)); provided that in the case of clauses (a), (b), (c), (d), (g) and (h) such Effects may be taken into account in determining the existence of a company material adverse effect to the extent (but only to the extent) that such effects have had a disproportionate impact on GRIID and its subsidiaries, taken as a whole, as compared to other industry participants in the industries or markets in which GRIID and its subsidiaries operate.

Pursuant to the merger agreement, an “ADEX material adverse effect” means any effect that, individually or in the aggregate with any other effect, has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, results of operations or condition (whether financial or otherwise) of ADEX and Merger Sub, taken as a whole; provided, however, that in no event will any of the following, alone or in combination, be taken into account in determining whether an ADEX material adverse effect has occurred or would reasonably be expected to occur: (a) any change in applicable law (including pandemic measures) or GAAP or any official interpretation thereof after the date of the initial merger agreement, (b) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes

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therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, or any change generally affecting the economy or the industry in which either of ADEX or Merger Sub operates, (c) the announcement or the execution of the merger agreement, the pendency or consummation of the merger or the performance of the merger agreement, including the impact thereof on the relationships, contractual or otherwise, of either ADEX or Merger Sub, with investors, contractors, lenders, licensors, partners, providers and employees (provided that the exception in this clause (c) does not apply to the representations and warranties set forth in section 5.3(b) of the merger agreement to the extent that their purpose is to address the consequences resulting from the public announcement, execution of the merger agreement or pendency or consummation of the transactions contemplated thereby or the condition set forth in section 7.3(a) of the merger agreement to the extent it relates to such representations and warranties), (d) the compliance with the express terms of the merger agreement or the taking of any action expressly required by the merger agreement, (e) any strike, embargo, labor disturbance, riot, protests, cyberterrorism event, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire, meteorological event or other natural disaster, act of God or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19), (f) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, either ADEX or Merger Sub operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel, and (g) any failure of ADEX and Merger Sub, taken as a whole, to meet any projections, forecasts or budgets (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (a) through (g)); provided that in the case of clauses (a), (b), (e) and (f) such effects may be taken into account in determining the existence of an ADEX material adverse effect to the extent (but only to the extent) that such effects have had a disproportionate impact on ADEX and Merger Sub, taken as a whole, as compared to other special purpose acquisition companies.

Pursuant to the merger agreement, a “company impairment effect” means any effect that would, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of GRIID to consummate the transactions contemplated by the merger agreement and related agreements.

Pursuant to the merger agreement, an “ADEX impairment effect” means any effect that, individually or in the aggregate, would reasonably be expected to prevent or materially impair the ability of the ADEX and Merger Sub, individually and as a group, to consummate the transactions contemplated by the merger agreement and related agreements.

Conditions to Closing of the Merger

Conditions to Obligations of the ADEX Parties and GRIID to Consummate the Merger

The obligations of the ADEX parties and GRIID to consummate, or cause to be consummated, the merger are subject to the satisfaction of the following conditions, any one or more of which may be waived (if permitted by applicable law) in writing by all of such parties:

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all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or been terminated;

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there must not be in force any applicable law or governmental order enjoining, prohibiting, making illegal or preventing the consummation of the merger;

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the approval of the transaction proposals (other than the adjournment proposal) by ADEX’s stockholders as described in this proxy statement/prospectus must have been obtained;

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the approval of the merger agreement and related agreements and transactions and actions contemplated thereby shall have been approved by the members of GRIID holding at least the requisite number of issued and outstanding membership units of GRIID required to approve and adopt such matters in accordance with the DLLCA and GRIID’s governing documents;

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ADEX must have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after ADEX’s stockholders have exercised their right to redeem their shares in connection with the closing; and

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the registration statement on Form S-4 must have become effective and no stop order will have been issued by the SEC with respect to the registration statement on Form S-4 and no proceeding seeking such a stop order will have been threatened or initiated by the SEC.

Conditions to Obligations of the ADEX Parties to Consummate the Merger

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the representations and warranties of GRIID set forth in the merger agreement related to the capitalization of GRIID and its subsidiaries, must be true and correct in all respects (except for de minimis inaccuracies), as if made on and as of the closing date, except to the extent any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date;

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each of the covenants of GRIID to be performed or complied with at or prior to the closing must have been performed or complied with by GRIID in all material respects;

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from the date of the initial merger agreement there must have not occurred a company impairment effect that is continuing as of the closing date or any company material adverse effect;

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as of the closing date, certifying that the conditions described in the preceding bullets above have been satisfied, (iii) certification conforming to the requirements of Treasury Regulations section 1.1445-11T(d)(2)(i), and (iv) certificates of good standing with respect to GRIID and each of its subsidiaries; and

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Conditions to Obligations of GRIID to Consummate the Merger

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the other representations and warranties of the ADEX parties must be true and correct (without giving effect to any materiality, “ADEX material adverse effect,” “ADEX impairment effect” or similar qualifications therein) in all respects as of the closing date, as if made on and as of the closing date (except to the extent any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause an ADEX material adverse effect or ADEX impairment effect;

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from the date of the initial merger agreement there must have not occurred an ADEX impairment effect that is continuing as of the closing date or any ADEX material adverse effect; and

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Representations and Warranties

Under the merger agreement, the ADEX parties made customary representations and warranties relating to: corporate organization; due authorization; no conflict; litigation and proceedings; governmental authorities and

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consents; capitalization; undisclosed liabilities; ADEX SEC documents and controls; stock exchange listing; proxy statement/prospectus; brokers’ fees; trust account; compliance with laws; merger sub activities; employees and employee benefits plans; affiliate transactions; taxes; independent investigation; and no additional representations and warranties and no outside reliance.

Under the merger agreement, GRIID made customary representations and warranties relating to: corporate organization of GRIID and its subsidiaries; subsidiaries; due authorization; no conflict; governmental authorizations and consents; capitalization; financial statements; undisclosed liabilities; permits; litigation and proceedings; compliance with laws and permits; contracts and no defaults; company benefit plans; labor matters; taxes; brokers’ fees; insurance; real and personal property; environmental matters; absence of changes; affiliate transactions; intellectual property; data privacy and security; suppliers; compliance with international trade and anti-corruption laws; proxy statement/prospectus; independent investigation; and no additional representations and warranties and no outside reliance.

The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those generally applicable to investors. Investors are not third-party beneficiaries under the merger agreement, and in reviewing the representations, warranties and covenants contained in the merger agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of the parties to the merger agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in ADEX’s public disclosures. The representations and warranties contained in the merger agreement do not survive the effective time. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or conditions of any of the parties to the merger agreement or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read in conjunction with the other information provided elsewhere in this proxy statement/prospectus and the other information contained in the reports, statements and filings that ADEX publicly files with the SEC. For more information regarding these documents, please see the section entitled “Where You Can Find Additional Information.”

Covenants of the Parties

Covenants of GRIID

GRIID made certain covenants under the merger agreement, including, among others, the following, subject to certain exceptions and limitations:

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From the date of the initial merger agreement until the earlier of the closing date or the termination of the merger agreement, GRIID will, and will cause its subsidiaries to, except as (i) expressly required by the merger agreement or an ancillary document thereto, (ii) required by applicable law, including any pandemic measures, (iii) set forth in the disclosure schedules to the merger agreement, or (iv) consented to by ADEX in writing, operate its business only in the ordinary course of business, and use commercially reasonable efforts to (x) maintain and preserve intact the business organization, assets, properties and material business relations of GRIID and its subsidiaries and keep the service of their respective directors, managers, officers, key employees and contractors and (y) progress to execution certain specified memoranda of understanding, letters of intent and similar non-binding commitments for power supply entered into by GRIID or its subsidiaries, subject to the power consumption needs of the business during such period. Without limiting the generality of the foregoing, except as (i) expressly required by the merger agreement or an ancillary document thereto, (ii) required by applicable law, including any pandemic measures, (iii) set forth in the

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disclosure schedules to the merger agreement, or (iv) consented to by ADEX in writing, from the date of the initial merger agreement until the earlier of the closing date or the termination of the merger agreement, GRIID will not, and GRIID will cause its subsidiaries not to:

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declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any equity securities of GRIID or its subsidiaries or repurchase any outstanding equity securities of GRIID or its subsidiaries, other than dividends or distributions to GRIID or GRIID’s subsidiaries and tax advances made to GRIID’s equity holders pursuant to GRIID’s operating agreement;

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directly or indirectly acquire, whether by merging or consolidating with, by purchasing a substantial portion of the assets of, by purchasing any equity securities of, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or person or division thereof;

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adopt any amendments, supplements, restatements or modifications to the governing documents of GRIID or its subsidiaries;

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issue, deliver, sell, transfer, grant, pledge or otherwise directly or indirectly dispose of, or place any lien (other than permitted liens) (in each case, as defined in the merger agreement) on, any (A) equity securities of GRIID or its subsidiaries or (B) options, warrants or other rights to purchase or obtain any equity securities of GRIID or its subsidiaries, in each case other than in connection with the grant of any equity awards to employees or other service providers of GRIID or its subsidiaries in the ordinary course of business consistent with past practice; provided that in the event of an extension of the merger agreement’s termination date, GRIID will be permitted to issue or sell equity securities of GRIID that in the aggregate with the amount of any indebtedness incurred, created or assumed under the proviso in the bullet below does not to exceed $100,000,000;

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(A) incur, create or assume any indebtedness in excess of $1,000,000, individually or in the aggregate, except with respect to any indebtedness contemplated by the Fourth Amended and Restated Loan Agreement, dated October 9, 2022, by and between Griid Infrastructure LLC, Blockchain Access, and the other parties thereto, (B) modify, in any material respect, the terms of any indebtedness or (C) assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for indebtedness; provided that in the event of an extension of the merger agreement’s termination date, GRIID will be permitted to incur, create or assume any indebtedness that in the aggregate with the amount of any equity securities of GRIID issued and sold under the proviso in preceding bullet does not exceed $100,000,000;

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sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, covenant not to assert, covenant not to sue with respect to, subject to or grant any lien (other than permitted liens) on, or otherwise dispose of, any assets, rights or properties (including intellectual property rights) of GRIID or its subsidiaries, other than (A) the sale or other disposition of equipment deemed by GRIID in its reasonable business judgment to be obsolete in the ordinary course of business, (B) the sale or disposition of immaterial assets (excluding intellectual property rights) by GRIID or any of its subsidiaries in an amount not in excess of $250,000 in the aggregate or (C) the sale of bitcoin by GRIID either in the ordinary course of business consistent with past practice or consistent with the annual budget included in GRIID’s financial projections for 2021 and 2022 that have been made available to ADEX;

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fail to maintain in full force and effect insurance policies covering GRIID and its subsidiaries and their respective properties, assets and businesses in a form and amount consistent with the policies in effect as of the date of the initial merger agreement;

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enter into any contract that, if in existence as of the date of the initial merger agreement, would be a material contract (as defined therein) or amend, modify, waive any material benefit or right under or terminate any material contract (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such material contract pursuant to its terms and made in the

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ordinary course of business), in each case except as consistent with the annual budget included in GRIID’s financial projections for 2021 and 2022 that have been made available to ADEX;

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make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person (other than GRIID or any of its subsidiaries), other than the reimbursement of expenses of employees in the ordinary course of business for expenses not to exceed $25,000 individually or $100,000 in the aggregate;

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except as required under the terms of any employee benefit plan, (A) amend, modify, adopt, enter into or terminate any employee benefit plan or any material benefit or compensation plan, policy, program or contract that would be an employee benefit plan if in effect as of the date of the initial merger agreement, other than for renewals in the ordinary course of business; (B) increase the compensation payable to any individual contractor, manager, director, officer or employee of GRIID or any of its subsidiaries, other than in each case annual and merit-based raises made in the ordinary course of business; (C) take any action to accelerate any payment, right to payment, or benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any individual contractor, manager, director, officer or employee of GRIID or any of its subsidiaries; (D) grant any additional rights to severance, termination, change in control, retention or similar compensation to any individual contractor, manager, director, officer or employee of GRIID or any of its subsidiaries; (E) make any material change in the key management structure of GRIID or any of its subsidiaries, including the hiring of additional officers or the termination of existing officers (other than for cause); or (F) hire, engage, terminate (without cause), furlough, or temporarily layoff any employee of GRIID or any of its subsidiaries, individual independent contractor, or any other individual who is providing or will provide services to GRIID or any of its subsidiaries other than any employee of GRIID or any of its subsidiaries, individual independent contractor, or other individual with annual compensation of less than $175,000;

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waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any manager, employee, Contractor, director or officer of GRIID or any of its subsidiaries;

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implement or announce any employee layoffs, plant closings, furloughs, reductions in force, reductions in compensation, salaries, wages, hours or benefits, work schedule changes or such similar actions that could implicate the WARN Act;

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(A) negotiate, modify, extend, or enter into any collective bargaining agreement or (B) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employee of GRIID or any of its subsidiaries;

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make or change any entity classification or other material tax election or adopt or change any material tax accounting method in a manner inconsistent tax past practice, file any material tax return in a manner inconsistent with past practices or amend any tax return, enter into any agreement with a governmental entity with respect to a material amount of taxes, settle or compromise any claim or assessment by a governmental entity in respect of any material amount of taxes, or consent to any extension or waiver of the statutory period of limitation applicable to any claim or assessment in respect of a material amount of income taxes, or enter into any tax sharing or similar agreement other than in the ordinary course of business, if such action would be reasonably expected to materially increase the present or future tax liability of GRIID or any of its subsidiaries or their respective affiliates;

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(A) cancel or compromise any claim or indebtedness owed to GRIID or any of its subsidiaries, or (B) settle any pending or threatened proceeding, (1) if such settlement would require payment by GRIID or any of its subsidiaries, in an amount greater than $500,000, in the aggregate, (2) to the extent such settlement involves a governmental entity or alleged criminal wrongdoing, or (3) if such settlement will impose any material, non-monetary obligations on GRIID or any of its subsidiaries, New GRIID or any of its affiliates after the closing;

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authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving GRIID or any of its subsidiaries;

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redeem, purchase, repurchase or otherwise acquire, or offer to redeem, purchase, repurchase or acquire, any equity securities of GRIID or any of its subsidiaries, other than redemptions of any equity securities from former employees, directors or other service providers upon the terms set forth in the underlying contracts governing such equity securities;

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adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any equity securities of GRIID or any of its subsidiaries;

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make any capital expenditures other than (A) the capitalized portion of labor with respect to any expenditure and (B) any capital expenditure (or series of related capital expenditures) consistent in all material respects with GRIID’s annual capital expenditures budget included in GRIID’s financial projections for 2021 and 2022 that have been made available to ADEX (which capital expenditures may be made in 2021 or 2022);

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enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the merger agreement;

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except in the ordinary course of business, modify, extend or amend any real property lease (as defined in the merger agreement) or terminate any real property lease, or enter into any new real property lease or other agreement for the use or occupancy of any real property;

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change GRIID’s methods of accounting in any material respect, other than as may be required by GAAP; or

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enter into any agreement to do any prohibited action listed above.

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From the date of the initial merger agreement until the earlier of the closing date or the termination of the merger agreement, GRIID will not, and will direct its representatives not to, will not permit any of its subsidiaries to and will not knowingly permit it representatives to, directly or indirectly, (i) solicit, initiate, knowingly encourage, knowingly facilitate, discuss or negotiate any inquiry, proposal or offer (written or oral) with respect to a company alternative transaction; (ii) furnish or disclose any non-public information to any person (other than to the parties to the merger agreement and their respective representatives) in connection with, or that would reasonably be expected to lead to, a company alternative transaction; (iii) enter into any contract or other binding arrangement or understanding regarding a company alternative transaction; or (iv) prepare or take any steps in connection with a public offering of any equity securities of GRIID or any of its subsidiaries. Upon the execution of the initial merger agreement, GRIID was required to immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, between GRIID or any of its subsidiaries (or any of their respective representatives) and any persons (other than the ADEX parties and their representatives) with respect to any company alternative transaction. “Company alternative transaction” means any direct or indirect (a) sale, transfer, exchange or other disposition (including by way of merger, stock sale, contribution, recapitalization, liquidation or otherwise) of any or all of the equity securities (or securities convertible into the equity securities) of GRIID or any of its subsidiaries, (b) the sale, transfer or other disposition of any of the assets of any GRIID or any of its subsidiaries that (i) are material to GRIID and its subsidiaries, taken as a whole or (ii) constitute 20% or more of the assets of GRIID and its subsidiaries, taken as a whole (other than (1) the disposition of obsolete equipment in the ordinary course of business, (2) the sale or disposition of immaterial assets (excluding intellectual property rights) by GRIID or any of its subsidiaries in an amount not in excess of $250,000 in the aggregate) and (3) the sale of bitcoin by GRIID or any of its subsidiaries either in the ordinary course of business consistent with past practice or consistent with the annual budget included in GRIID’s financial projections for 2021 and 2022 that have been made available to ADEX),

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whether such sale is effected through an asset sale, license, lease arrangement or any other transaction arrangement or (c) any other proposed transaction similar in nature to the transactions contemplated by the merger agreement. Notwithstanding the foregoing or anything to the contrary herein, none of the transactions contemplated by the merger agreement will constitute a company alternative transaction. GRIID will notify ADEX promptly after receipt of any company alternative transaction, any inquiry that would reasonably be expected to lead to a company alternative transaction or any request for non-public information of GRIID related to a company alternative transaction. In such notice, GRIID will identify the third party making any such company alternative transaction, indication or request and provide the details of the material terms and conditions of any such company alternative transaction, indication or request.

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As promptly as practicable following the date of the initial merger agreement, GRIID will provide to ADEX (i) the audited consolidated balance sheets of GRIID and its subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income, changes in members’ equity (deficit) and cash flows of GRIID and its subsidiaries for the years ended December 31, 2019 and December 31, 2020 prepared in accordance with (A) GAAP applied on a consistent basis throughout the covered periods and (B) Regulation S-X, each audited in accordance with the auditing standards of the Public Company Accounting Oversight Board (the “PCAOB”) and (ii) the unaudited consolidated balance sheet of GRIID and its subsidiaries, and the related unaudited consolidated statements of income, changes in members’ equity (deficit) and cash flows, prepared in accordance with (A) GAAP applied on a consistent basis throughout the covered periods and (B) Regulation S-X that have been reviewed by GRIID’s independent auditor in accordance with PCAOB Auditing Standard 4105, for each fiscal quarter of GRIID and its subsidiaries between January 1, 2021 and September 30, 2021 (and the comparable period in the prior year). All costs incurred in connection with preparing and obtaining such audited and unaudited financial statements will be borne by GRIID.

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As promptly as reasonably practicable (and in any event within three business days) following the time at which the registration statement is declared effective by the SEC, GRIID will obtain and deliver to ADEX a true and correct copy of a written consent approving the merger agreement, related agreements, and the merger executed by the GRIID equity holders that hold at least the requisite number of issued and outstanding membership units of GRIID required to approve and adopt such matters in accordance with the DLLCA and GRIID’s governing documents.

Covenants of ADEX

ADEX made certain covenants under the merger agreement, including, among others, the following, subject to certain exceptions and limitations:

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From the date of the initial merger agreement through the closing, ADEX will use commercially reasonable efforts to ensure that ADEX remains listed as a public company, and that its common stock remain listed, on the NYSE (or such other stock exchange on which its shares of common stock are listed as of the relevant time). ADEX must use commercially reasonable best efforts to ensure that New GRIID is listed as a public company, and that shares of its common stock issuable in connection with the merger agreement are approved for listing on the NYSE (or such other stock exchange on which its shares of common stock are listed as of the relevant time) as of the effective time.

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Prior to the closing, the board of directors of ADEX, or an appropriate committee thereof, will adopt a resolution consistent with the interpretive guidance of the SEC relating to Rule 16b-3 under the Exchange Act, such that the acquisition of shares of common stock pursuant to the merger agreement by any officer or director of GRIID who is expected to become a “covered person” of New GRIID for purposes of Section 16 of the Exchange Act (“Section 16”) will be exempt acquisitions for purposes of Section 16.

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At the closing, New GRIID will enter into customary indemnification agreements, in a form reasonably satisfactory to each of GRIID and ADEX, with each of the directors and officers of New GRIID, other than any such directors or officers who were already party to an indemnification agreement with ADEX immediately prior to the closing.

Joint Covenants

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The parties will use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by the merger agreement.

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The parties will use commercially reasonable efforts not to take an action that could reasonably be expected to cause the merger to fail to qualify for its intended tax treatment.

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The parties will use commercially reasonable efforts to obtain, file with or deliver to, as applicable, any consents of any governmental entities necessary, proper or advisable to consummate the merger and related transactions, including preparing and submitting any required notices related to any registrations obtained by GRIID or its subsidiaries from any governmental entity and preparing and submitting any requests to amend or novate any permits related to trade controls that may be necessary as a consequence of the merger and related transactions.

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The parties will make any appropriate filings pursuant to the HSR Act with respect to the merger within 10 business days following November 29, 2021 and any appropriate filings required by antitrust laws other than the HSR Act promptly following November 29, 2021. The parties will respond as promptly as practicable to any requests by any governmental entity for additional information and documentary material that may be requested pursuant to the HSR Act or any such other antitrust law.

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All rights to advancement, indemnification, limitations on liability, or exculpation now existing in favor of the directors and officers of the ADEX parties, as provided in the applicable governing documents in effect as of immediately prior to the effective time, in either case, solely with respect to any acts, errors or omissions occurring on or prior to the effective time, will survive the transactions contemplated by the merger agreement and will continue in full force and effect from and after the effective time for a period of six years.

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New GRIID will perform and discharge, or cause to be performed and discharged, all obligations to provide such advancement, indemnity, limitations on liability and exculpation during such six-year period. During such six-year period, New GRIID will advance, or cause to be advanced, expenses in connection with such indemnification as provided in such applicable governing documents or other applicable agreements in effect as of the date of the initial merger agreement. The advancement, indemnification and liability limitation or exculpation provisions of such governing documents or in other applicable agreements in effect as of immediately prior to the effective time will not, during such six-year period, be amended, repealed or otherwise modified after the effective time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the effective time or at any time prior to such time, were directors or officers of the ADEX parties, as applicable (the “ADEX D&O persons”) to receive advancement, be so indemnified, have their liability limited or be exculpated with respect to any act, error or omission occurring on or prior to the effective time by reason of the fact that such ADEX D&O person was a director or officer of such entity prior to the effective time, unless such amendment, repeal or other modification is required by applicable law.

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All rights to advancement, indemnification, limitations on liability, or exculpation now existing in favor of the managers and officers of GRIID or its subsidiaries, as provided in the applicable governing documents in effect as of immediately prior to the effective time, in either case, solely with respect to any acts, errors or omissions occurring on or prior to the effective time, will survive the transaction contemplated by the merger agreement and will continue in full force and effect from and after the effective time for a period of six years.

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New GRIID will perform and discharge, or cause to be performed and discharged, all obligations to provide such advancement, indemnity, limitations on liability and exculpation during such six-year period. During such six-year period, New GRIID will advance, or cause to be advanced, expenses in connection with such indemnification as provided in such applicable governing documents or other applicable agreements in effect as of the date of the initial merger agreement. The advancement, indemnification and liability limitation or exculpation provisions of such governing documents or in other applicable agreements in effect as of immediately prior to the effective time will not, during such six-year period, be amended, repealed or otherwise modified after the effective time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the effective time or at any time prior to such time, were managers or officers of GRIID or any of its subsidiaries, as applicable (the “GRIID D&O persons”) to receive advancement, be so indemnified, have their liability limited or be exculpated with respect to any act, error or omission occurring on or prior to the effective time by reason of the fact that such GRIID D&O person was a director or officer of such entity prior to the effective time, unless such amendment, repeal or other modification is required by applicable law.

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The indemnification covenant of each party in the merger agreement will survive the consummation of the merger and will be binding on all successors and assigns of New GRIID.

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As promptly as reasonably practicable after the date of the initial merger agreement and receipt of certain financial information from GRIID, ADEX and GRIID will prepare, and ADEX will file with the SEC, a proxy statement/prospectus in connection with the merger to be sent to the ADEX stockholders relating to the special meeting for the purposes of the approval of the transaction proposals. ADEX and GRIID will use commercially reasonable efforts to cooperate, and cause their respective subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the proxy statement/prospectus and the registration statement. ADEX will use its commercially reasonable efforts to cause the proxy statement/prospectus to comply with the rules and regulations promulgated by the SEC, to respond to all comments from the SEC as promptly as practicable. As promptly as reasonably practicable following the time at which the registration statement is declared effective under the Securities Act, ADEX must use its commercially reasonable efforts to cause the proxy statement/prospectus to be mailed to its stockholders.

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ADEX will promptly notify GRIID and its legal counsel upon the receipt of any comments received by ADEX or its legal counsel from the SEC or its staff with respect to the proxy statement/prospectus, or any request from the SEC for amendments or supplements to the proxy statement/prospectus, and will promptly provide GRIID and its legal counsel with copies of all substantive written correspondence between ADEX and its representatives, on the one hand, and the SEC, on the other hand, or, if not in writing, a description of such communication. ADEX will give GRIID and its legal counsel a reasonable opportunity to participate in preparing ADEX’s proposed responses to comments received from the SEC or its staff and to promptly provide comments on any proposed response thereto, and ADEX will give reasonable consideration to any such comments. ADEX will advise GRIID promptly after it receives notice thereof, of the time when the registration statement has become effective or any supplement or amendment has been filed. ADEX will include in the proxy statement/prospectus the recommendation of its board of directors in favor of the transaction and will, consistent with the terms of the merger agreement, otherwise use its commercially reasonable efforts to solicit proxies from the ADEX stockholders in favor of each of the transaction proposals. If, at any time prior to the special meeting any event or circumstance should be discovered by ADEX which is required to be set forth in an amendment or a supplement to the proxy statement/prospectus by the applicable requirements of federal securities laws, ADEX will promptly inform GRIID. All documents that ADEX is responsible for filing with the SEC in connection with the merger will comply as to form, in all material aspects, with the applicable requirements of the federal securities laws. If, at any time prior to the closing, any event or circumstance should be discovered by GRIID or its equity holders which is required to be set forth in an amendment or a supplement to the proxy statement/prospectus by the applicable requirements of federal securities laws, GRIID will promptly inform ADEX.

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As promptly as practicable after the date on which registration statement is declared effective, ADEX will duly convene and hold the special meeting, for the purposes of obtaining approval of the transaction proposals and providing its stockholders with the opportunity to elect to effect the redemption of their shares. ADEX will, through its board of directors, recommend to its stockholders that they vote their shares of common stock in favor of the transaction proposals; provided that ADEX may postpone or adjourn the special meeting (A) to solicit additional proxies for the purpose of obtaining such approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that ADEX has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the ADEX stockholders prior to the special meeting or (D) if the ADEX stockholders have elected to redeem a number of shares of ADEX common stock as of such time that would reasonably be expected to result in the condition set forth in Section 7.1(c) of the merger agreement not being satisfied.

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Subject to the applicable listing rules of the NYSE (or such other stock exchange on which shares of ADEX common stock are listed as of the relevant time) and applicable law, the parties will take all necessary action to cause the board of directors of New GRIID as of immediately following the closing to consist of seven directors, of whom Cristina Dolan, David L. Shrier, and Sharmila Kassam will be designated by ADEX and James D. Kelly III, Neal Simmons, Sundar Subramaniam, and Tom Zaccagnino will be designated by GRIID. Not less than a majority of the directors on the New GRIID board will qualify as independent directors. The parties will take all necessary action to cause James D. Kelly III, Gerard F. King II, Allan J. Wallander, Dwaine Alleyne, and Michael W. Hamilton to be the officers of New GRIID immediately after the effective time.

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Upon satisfaction or waiver of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the trustee (which notice ADEX will provide to the trustee in accordance with the terms of the trust agreement), in accordance with, subject to and pursuant to the trust agreement and the existing organizational documents, (a) at the closing, (i) ADEX will cause the documents, certificates and notices required to be delivered to the trustee pursuant to the trust agreement to be so delivered, and (ii) will make all appropriate arrangements to cause the trustee to (A) pay as and when due all amounts payable for ADEX share redemptions and (B) pay the amounts due to the underwriters of ADEX’s initial public offering for their deferred underwriting commissions as set forth in the trust agreement, (C) pay the unpaid expenses required under the merger agreement and (D) immediately thereafter, pay all remaining amounts then available in the trust account in accordance with the trust agreement, and (b) thereafter, the trust account will terminate, except as otherwise provided in the trust agreement.

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From the date of the initial merger agreement until the earlier of the closing date or the termination of the merger agreement, each of the parties will promptly notify the other after learning of any demand or threat thereof of any proceeding brought on behalf of an ADEX stockholder or GRIID member relating to the merger or merger agreement. The parties will each keep the other reasonably informed regarding any such proceedings, give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such litigation, consider in good faith the other’s advice with respect to any such litigation, and reasonably cooperate with each other with respect to any such litigation.

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Prior to closing, ADEX and GRIID will mutually agree upon and prepare the closing press release announcing the consummation of the transactions contemplated by the merger agreement. Concurrently with or promptly after the closing, ADEX will issue such closing press release. ADEX and GRIID will cooperate in good faith with respect to the preparation of, and, at least five days prior to the closing, ADEX will prepare a draft Form 8-K announcing the closing, together with, or incorporating by reference, the information required by, and in compliance with, securities laws. Concurrently with the closing, or as soon as practicable (but in any event within four business days) thereafter, New GRIID will file such Form 8-K with the SEC.

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Prior to the mailing of the proxy statement/prospectus, ADEX will approve, and subject to approval of the stockholders of ADEX, adopt, an equity incentive plan which will provide for awards (in the form of cash as well as equity and/or equity-based awards) for a number of shares of common stock equal to .

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Notwithstanding anything to the contrary set forth in the merger agreement, including ADEX’s covenants described above, nothing in the merger agreement prohibits, limits or otherwise restricts ADEX from (a) soliciting, initiating, encouraging, facilitating, discussing or negotiating any inquiry, proposal or offer (written or oral) with respect to an acquiror alternative transaction; (b) furnishing or disclosing any non-public information in connection with, or that would reasonably be expected to lead to, an acquiror alternative transaction; or (c) entering into any contract or other arrangement or understanding regarding an acquiror alternative transaction. “Acquiror alternative transaction” means any direct or indirect (i) consolidation or similar business combination that would constitute a business combination under the current charter with or involving ADEX, (ii) acquisition by ADEX or any of its controlled affiliates of at least a majority of the voting securities of a person or all or a material portion of the assets or businesses of such person(s), or (iii) any other proposed transaction similar in nature to the transactions contemplated by the merger agreement.

Fees and Expenses

Subject to certain exceptions set forth below, each party to the merger agreement will bear its own expenses in connection with the merger agreement and the transactions contemplated therein whether or not such transactions are consummated, including all fees of its legal counsel, financial advisers and accountants. All the costs incurred in connection with obtaining the consents of governmental authorities and the expiration or termination of all applicable waiting periods under applicable antitrust laws, including HSR Act filing fees and any filing fees in connection with any antitrust law, and any fees associated with obtaining approval for listing the common stock issued pursuant to the merger agreement on the NYSE (or such other stock exchange on which the common stock is listed as of the relevant time), will be borne by GRIID, except for out-of-pocket expenses incurred in preparation of such consents, which will be borne by each party. However, upon closing, New GRIID will be obligated to pay all unpaid transaction expenses.

Survival of Representations, Warranties and Covenants

None of the representations, warranties, covenants and agreements in the merger agreement or in any instrument, document or certificate delivered pursuant to the merger agreement will survive the effective time, except for those covenants or agreements contained therein which by their terms expressly apply in whole or in part after the effective time.

Termination

The merger agreement includes a remedy of specific performance for the parties. The merger agreement may be terminated and the transactions contemplated thereby may be abandoned prior to the closing:

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by the mutual written consent of GRIID and ADEX;

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by ADEX, if any of the representations or warranties of GRIID in the merger agreement are not true and correct or if GRIID has failed to perform any covenant or agreement set forth in the merger agreement (including an obligation to consummate the closing), such that any condition to closing of the ADEX parties related to the accuracy of such representations and warranties or performance of such covenants would not be satisfied at the closing and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty days after written notice thereof is delivered to GRIID by ADEX, and (ii) the fifth business day prior to the

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termination date; provided, however, that none of the ADEX parties is then in breach of the merger agreement so as to prevent any condition to closing of GRIID related to the accuracy of the ADEX parties’ representations and warranties or the performance of the ADEX parties’ covenants from being satisfied;

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by GRIID, if any of the representations or warranties of ADEX in the merger agreement are not true and correct or if ADEX has failed to perform any covenant or agreement set forth in the merger agreement (including an obligation to consummate the closing), such that any condition to closing of GRIID related to the accuracy of such representations and warranties or performance of such covenants would not be satisfied at the closing and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty days after written notice thereof is delivered to ADEX by GRIID, and (ii) the fifth business day prior to the termination date; provided, however, that GRIID is not then in breach of the merger agreement so as to prevent any condition to closing of the ADEX parties related to the accuracy of GRIID’s representations and warranties or the performance of GRIID’s covenants from being satisfied;

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by ADEX if the closing has not occurred on or before January 14, 2023 (the “termination date”); provided, that the right to terminate the merger agreement under this bullet will not be available to ADEX, if any ADEX party’s breach of its covenants or obligations under the merger agreement proximately caused the failure to consummate the transactions contemplated by the merger agreement on or before the termination date, or if any proceeding for specific performance to compel the closing is pending as of the termination date; provided, that the termination date may be extended for successive 90 day periods by ADEX in its sole discretion;

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by either GRIID or ADEX if any governmental entity has issued a final, non-appealable order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the merger agreement;

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by either GRIID or ADEX if the approval of ADEX’s stockholders is not obtained upon a vote duly taken thereon at the special meeting (subject to any permitted adjournment or postponement of the special meeting);

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by ADEX if the consent of GRIID’s members to the merger agreement and transactions contemplated thereby is not obtained in the time period set forth in the merger agreement;

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by ADEX, if the board of managers (or similar body) of GRIID or any of its subsidiaries or any of GRIID’s equity holders approves any plan of liquidation, winding up or reorganization for GRIID or any of its subsidiaries or the sale, assignment, transfer, lease, license or other disposition to any person or entity other than ADEX or Merger Sub of all or any material portion of the assets or equity of GRIID or any of its subsidiaries, or if GRIID or any of its subsidiaries enters into any contract to take or cause to be taken any of the foregoing actions;

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by ADEX, if Blockchain Access provides notice to GRIID or any of its subsidiaries pursuant to the credit agreement, informing GRIID that the indebtedness thereunder (x) has been accelerated or (y) will be accelerated and GRIID has no opportunity to cure the breach or breaches causing such acceleration; or

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by ADEX, in order to enter into a binding written definitive agreement providing for the consummation of an acquiror alternative transaction.

Upon (i) the termination of the merger agreement by ADEX if in the circumstances described in the second, fifth, seventh, eighth or ninth bullets above, (a) GRIID’s representations and warranties are untrue or GRIID fails to perform any covenant or agreement such that the respective condition to closing is not satisfied, (b) there is an order by a government entity permanently enjoining the merger, (c) GRIID’s members do not approve the merger, (d) GRIID’s board of managers (or similar body) approves any plan of liquidation, winding up or

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reorganization for GRIID or any of its subsidiaries or (e) Blockchain Access provides notice to GRIID or any of GRIID’s subsidiaries that the outstanding indebtedness under the credit agreement (x) has been accelerated or (y) will be accelerated and neither GRIID nor any of its subsidiaries has an opportunity to cure the breach or breaches causing such acceleration, (ii) the termination of the merger agreement by GRIID in the circumstances described in the fifth bullet above if there is an order by a government entity permanently enjoining the merger or (iii) any rejection of the merger agreement by GRIID or any of its subsidiaries in bankruptcy, insolvency, reorganizational or similar proceeding, GRIID will be obligated to pay to ADEX a non-refundable termination fee of $50,000,000.

Amendments

The merger agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the parties to the merger agreement.

Trust Account Waiver

GRIID has agreed to irrevocably waive any past, present or future right, title, interest or claim of any kind against, and to irrevocably waive any right to access, the trust account and the trustee thereof, or to collect from the trust account any monies that may be owed to them by ADEX or any of its affiliates for any reason whatsoever, and agreed to not seek recourse against the trust account at any time for any reason whatsoever; provided that the foregoing does not constitute a waiver by GRIID of any rights it may have against ADEX or its affiliates with respect to any assets or funds held outside the trust account.

Litigation Relating to the Merger

There can be no assurances that complaints or demands will not be filed or made with respect to the merger.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the merger agreement or in connection with the merger, which we refer to as the “related agreements,” but does not purport to describe all of the terms thereof. The related agreements are attached as annexes to this proxy statement/prospectus. Stockholders and other interested parties are urged to read such related agreements in their entirety.

Investor Rights Agreement

Currently, the initial stockholders have the benefit of registration rights with respect to our securities that each initial stockholder holds pursuant to a registration rights agreement (the “registration rights agreement”) entered into in connection with our IPO.

In connection with closing of the merger, New GRIID, the initial stockholders and certain GRIID members expect to enter into the investor rights agreement to provide for certain registration rights related to the shares of common stock and private placement warrants of ADEX. New GRIID will agree to, among other things, file within 30 days of closing a resale shelf registration statement covering the resale of all securities registrable under the investor rights agreement.

The foregoing description of the registration rights to be in effect following the completion of the merger is not a complete description thereof and is qualified in its entirety by reference to the full text of the investor rights agreement, which is filed as Annex C to this proxy statement/prospectus and incorporated herein by reference.

Voting Agreement

In connection with the execution of the initial merger agreement, Griid Holdings LLC, whose sole member and manager is GRIID’s Chief Executive Officer, James D. Kelly III, and ADEX entered into the voting

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agreement covering approximately 62.9% of GRIID’s membership units. The voting agreement requires, among other things, that Griid Holdings LLC vote all of its membership units of GRIID in favor of, or execute written consents to approve, upon effectiveness of the S-4 registration statement, the merger and the other transactions contemplated by the merger agreement and against alternative transactions. The voting agreement also restricts Griid Holdings LLC from transferring its GRIID units prior to the expiration date (as such term is defined in the voting agreement) unless the transferee joins the voting agreement. The voting agreement also contains customary representations and warranties made by Griid Holdings LLC. Under GRIID’s existing operating agreement, GRIID’s members are obligated to vote in favor of a merger approved by GRIID’s board of managers.

The foregoing description of the voting agreement is qualified in its entirety by reference to the full text of the voting agreement, which is filed as Annex B to this proxy statement/prospectus and incorporated herein by reference.

Sponsor IPO Letter Agreement

In connection with the IPO, we entered into letter agreements with the sponsor and each of our directors and officers, pursuant to which, among other things, the sponsor and our directors and officers agreed to vote any shares of common stock owned by them in favor of the merger. As of the record date, such stockholders own approximately % of our issued and outstanding shares common stock, in the aggregate. As a result, as of the record date, the affirmative vote of approximately % of the outstanding IPO Shares would be sufficient for approval of the merger proposal.

Amended Operating Agreement

Concurrently with the closing, GRIID’s current operating agreement will be amended and restated in its entirety to become the amended operating agreement, whereby ADEX will be admitted as the sole member of post-merger GRIID.

The Merger

Background of the Merger

ADEX is a blank check company incorporated in Delaware on October 15, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The merger with GRIID is the result of an extensive search for a potential transaction, whereby ADEX evaluated over 200 potential targets utilizing the network and the investing, operating and transaction experience of the sponsor, our management team, advisors, board of directors and industry advisors. The terms of the merger are the result of arm’s-length negotiations between representatives of ADEX and representatives of GRIID over the course of the five months preceding the signing of the initial merger agreement and during the period preceding the execution of the first amendment, second amendment and third amendment. As discussed in the section entitled “Information About ADEX,” several of ADEX’s officers and advisors, including ADEX’s Chief Executive Officer and Chief Financial Officer, have significant experience and involvement in the financial technology (“fintech”) industry, and specifically with blockchain.

The following chronology (i) summarizes the key meetings and events that led to the signing of the initial merger agreement (and subsequent amendments thereof) and (ii) does not purport to catalogue every conversation among representatives of ADEX, GRIID and other relevant parties.

On January 14, 2021, ADEX completed its initial public offering (the “IPO”). Prior to the consummation of the IPO, neither ADEX, nor anyone on its behalf, identified any potential target businesses, contacted any

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prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with GRIID. Cash proceeds in the amount of $276 million from the sale of units in the IPO and from the sale of private placement warrants to the sponsor were placed in ADEX’s trust account.

After the IPO, ADEX commenced an active search for prospective businesses and assets to acquire, initially focusing on the education, training and education technology (“edtech”) market. In evaluating potential businesses and assets to acquire, ADEX’s management, together with its sponsor, board of directors and industry advisors, generally surveyed the landscape of potential acquisition opportunities based on their knowledge of, and familiarity with, the edtech M&A marketplace. ADEX looked for acquisition targets that complemented the experience of our management team and could benefit from their operational expertise. ADEX further looked for those potential merger transactions that it believed, if entered into, would be well-received by the public markets.

In particular, ADEX sought to identify companies that: (i) have strong fundamentals and are underperforming their potential; (ii) are in a position to utilize our management team’s global network of contacts; (iii) are at an inflection point, such as requiring additional management expertise or new operational techniques to drive improved financial performance; (iv) exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve their growth strategy; (v) offer an attractive risk-adjusted return for our stockholders; and/or (vi) have been materially impacted by possible market dislocations or have new market opportunities and would benefit from capital markets access. ADEX generally examined these criteria when evaluating potential targets and sought to identify targets with at least several of these attributes.

Between January 14, 2021 and August 16, 2021, the date on which ADEX entered into exclusive negotiations with GRIID (as further described below), representatives of ADEX and the sponsor were contacted by a number of individuals and entities concerning acquisition opportunities. Neither the sponsor nor any of its affiliates or management has been a sponsor of a special purpose acquisition company (a “SPAC”) prior to ADEX and none of them were affiliated with any other SPACs in the process of searching for a target company. ADEX evaluated over 200 acquisition targets. In connection with evaluating such opportunities, representatives of ADEX and the sponsor met virtually and conducted preliminary discussions with representatives of, and commenced preliminary due diligence on, 33 potential acquisition targets. ADEX conducted significant due diligence on 17 of these targets. In connection with these discussions, ADEX entered into customary confidentiality agreements with 16 potential targets. ADEX held several formal and informal meetings with its board of directors and industry advisors to review the progress on the pipeline of opportunities that ADEX’s management generated and explored. Ultimately, ADEX made non-binding confidential letter of intent proposals to three potential targets in different industries prior to the discussions with GRIID, none of which were accepted by the potential targets.

In February of 2021, Deucalion Partners, LLC (“Deucalion”), an entity in which John D’Agostino, our Chief Financial Officer, holds an indirect, non-controlling, minority equity and voting interest, was approached by Tom Zaccagnino, an advisor to GRIID, who inquired if Mr. D’Agostino would be interested in joining the board of managers of GRIID and whether Deucalion would be willing to provide consulting services to GRIID in connection with the formulation, analysis and implementation of various options for a sale, merger, IPO or business combination of GRIID, or a restructuring, reorganization or other strategic alternative relating to GRIID. Mr. Zaccagnino approached Deucalion because he was aware of Mr. D’Agostino’s knowledge and experience in the digital asset industry. Mr. D’Agostino declined to join GRIID’s board of managers at this time due to his other commitments. Deucalion agreed to provide consulting services to GRIID and entered into an engagement letter and an incentive unit award agreement on April 17, 2021, pursuant to which Deucalion would be compensated with a combination of cash and equity in GRIID in exchange for performance of the consulting services. For more information about this engagement, see “Certain ADEX Relationships and Related Party Transactions.”

During the conversations leading up to engagement of Deucalion by GRIID, Mr. D’Agostino informed Mr. Zaccagnino that he was an officer of ADEX, but that ADEX was not currently pursuing targets outside of the

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edtech industry and therefore GRIID should not anticipate that ADEX would be a potential business combination partner for GRIID to the extent that GRIID determined that a SPAC transaction was in its best interests. In connection with providing the consulting services to GRIID, Deucalion recommended that GRIID consider engaging Troutman Pepper Hamilton Sanders LLP (“Troutman”) and Aequum Law, LLC (“Aequum”) to assist GRIID in preparing to explore strategic options. Mr. D’Agostino informed GRIID that both Troutman and Aequum also represent ADEX, and, based on his experience with both law firms, he believed that GRIID would benefit from their representation. GRIID engaged Aequum and Troutman as legal advisors in April 2021.

By June of 2021, ADEX’s management and board of directors noticed a significant deflation in the enterprise valuations of potential target companies in the edtech industry, which, in concert with regulatory actions by the government of China, dramatically reduced the number of edtech targets available for a business combination. Accordingly, ADEX’s management was facing increasing difficulty in finding potential targets for a business combination.

In late June 2021, GRIID management inquired of Mr. D’Agostino if ADEX would consider a business combination with GRIID. GRIID provided ADEX with a pitch deck containing general financial information and the 2021 management projections (as defined below) for GRIID. On July 1, 2021, ADEX entered into a non-disclosure agreement with GRIID, following which ADEX was provided access to GRIID’s virtual data room containing more robust commercial, financial and legal information. ADEX’s initial due diligence review of the unaudited financial information provided in the GRIID data room indicated that GRIID’s fundamental financial profile was within the desirable range sought by ADEX.

On July 6, 2021, in order to satisfy GRIID’s request that ADEX put forth a preliminary indication of interest before moving forward with further due diligence, ADEX entered into a preliminary, non-binding, non-exclusive letter of intent for a potential business combination with GRIID (the “Initial LOI”). Thereafter, ADEX’s management continued to conduct due diligence, including receiving a management presentation from GRIID on July 18, 2021.

On July 19, 2021, ADEX’s Chief Executive Officer, David Shrier, submitted a memorandum to the ADEX board of directors detailing the history and context of the GRIID opportunity. On July 23, 2021, the full ADEX board of directors met, with representatives of ADEX’s management (including Mr. D’Agostino), ADEX’s industry advisors, and representatives of Aequum in attendance, to discuss the current market conditions for edtech, SPACs and PIPEs, the status of the search for an initial business combination, the potential and feasibility of expanding ADEX’s target market to areas outside of edtech, and a process to conduct due diligence on the GRIID opportunity and to define the roles and responsibilities for Mr. D’Agostino, Aequum, and Troutman to avoid any conflicts with regard to a potential transaction with GRIID.

At the July 23, 2021 meeting, the ADEX board of directors approved management’s recommendation to expand ADEX’s target search beyond the edtech industry and to add Dr. Susan Rivers, Executive Director and Chief Scientist of iThrive Games Foundation, and Cristina Dolan, head of Alliances in North America for RSA as industry advisors to ADEX. As discussed in the section entitled “Management After the Merger,” Ms. Dolan has significant experience in blockchain and sustainability. At that meeting, ADEX’s board of directors also discussed the potential opportunity to pursue a business combination transaction with GRIID. Mr. D’Agostino disclosed to the board of directors, including the audit committee, that GRIID had engaged Deucalion, Aequum and Troutman prior to any consideration of a potential business combination between GRIID and ADEX. Mr. D’Agostino informed the board of directors of the nature and scope of his relationship with Deucalion and the terms of the engagement between Deucalion and GRIID. In light of his relationships (through Deucalion) with both ADEX and GRIID and to avoid any potential conflicts of interest, Mr. D’Agostino agreed to recuse himself, as to both ADEX and GRIID, from all further discussions or negotiations between ADEX and GRIID, which he did through the signing of the initial merger agreement. The ADEX board of directors and ADEX’s management also agreed that, if ADEX were to pursue a transaction with GRIID, it would retain legal counsel other than Troutman, as Troutman would remain as legal counsel to GRIID. Also at the July 23, 2021 meeting,

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the ADEX board of directors authorized ADEX’s management to continue to conduct due diligence on GRIID and to interview potential independent third-party due diligence consultants and financial advisors for a potential private placement of ADEX’s common stock in connection with a potential business combination with GRIID (a “PIPE offering”).

In late July 2021, ADEX and GRIID entered into conflict waivers with each of Deucalion, Aequum and Troutman with respect any potential transaction between GRIID and ADEX. For more information about this and other transactions with related parties, see “Certain ADEX Relationships and Related Party Transactions.”

Between July 23, 2021 and August 13, 2021, ADEX’s management conducted due diligence on certain aspects of GRIID’s business, and began to interview potential consultants and financial advisors to assist with a potential transaction. On July 27, 2021, Mr. Shrier conducted a call with GRIID CEO James D. Kelly III and Tom Zaccagnino to discuss the due diligence process, and on July 29, 2021, Mr. Shrier had a further conversation with Messrs. Kelly and Zaccagnino with a process update. On July 30, 2021, Mr. Shrier participated with Messrs. Kelly and Zaccagnino in a drafting session for a business presentation to be used for a potential PIPE offering. On August 2, 2021, ADEX management held an internal discussion to select consultants and financial advisors for the transaction. On August 6, 2021, GRIID gave another management presentation to ADEX management and its Chairman Eric Munson.

On August 13, 2021, the full ADEX board of directors met and further discussed with representatives of ADEX’s management other than Mr. D’Agostino a potential business combination with GRIID. The ADEX board of directors discussed the uniqueness of the potential deal structure with GRIID given GRIID’s existing debt facility with Blockchain Access to fund capital expenditures, and GRIID’s and Blockchain Access’s then ongoing negotiations to enter into the Blockchain Access credit agreement, as well as the current state of the edtech market, the status of ADEX’s deal pipeline, the potential transaction structure and requirements for the GRIID transaction, and management’s preliminary valuation analysis. At the meeting, the ADEX board of directors authorized ADEX to enter into a revised non-binding letter of intent for a business combination with GRIID (the “Revised LOI”) that included a limited 60-day exclusivity period, under which ADEX could continue to pursue other potential targets as long as ADEX did not enter into any definitive agreement with a third-party during the exclusivity period. The ADEX board of directors also approved ADEX’s retention of consultants and advisors for a potential transaction with GRIID. Since the sponsor has never been affiliated with any other SPACs, it did not consider more than one active SPAC to be GRIID’s potential acquiror.

On August 16, 2021, ADEX and GRIID entered into the Revised LOI that contemplated a pro forma enterprise value of GRIID of approximately $3.2 billion and a $350 million PIPE offering.

By the end of August 2021, ADEX engaged the following third-party advisors to conduct due diligence on GRIID:

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Arthur D. Little LLC, to conduct operational due diligence, economic analysis on GRIID’s business plan assumptions, and certain technical and bitcoin-specific due diligence;

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Edelstein & Company, LLP, to provide forensic accounting and tax analysis;

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Lincoln, to provide a fairness opinion; and

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Evolve Security, LLC, to perform a cybersecurity audit of GRIID.

On August 19, 2021, ADEX’s management other than Mr. D’Agostino provided the ADEX board of directors with an update on the transaction process with GRIID. At the meeting, the full ADEX board of directors authorized ADEX to retain Wells Fargo as financial advisor for capital markets and M&A with respect to a potential business combination with GRIID and lead placement agent for a potential PIPE offering. Wells Fargo subsequently resigned as financial advisor, capital markets advisor and lead placement agent to ADEX and waived all rights to any fees and compensation in connection with such roles. See “Summary of the Proxy Statement/Prospectus Wells Fargo’s Resignation as Lead Placement Agent, Capital Markets Advisor and Financial Advisor.”

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On August 20, 2021, ADEX issued a press release announcing the appointment of Dr. Rivers and Ms. Dolan as its new industry advisors, and that the addition of Dr. Rivers and Ms. Dolan as industry advisors would offer ADEX the opportunity to explore business combination opportunities in additional technology sectors.

On September 10, 2021, ADEX engaged Wells Fargo as lead placement agent in connection with a potential PIPE offering as well as to provide certain capital markets advisory services in connection with the potential business combination transaction with GRIID, and on September 13, 2021, ADEX engaged Wells Fargo as its M&A financial advisor with respect to the potential business combination transaction with GRIID.

In late September 2021, ADEX retained Covington & Burling LLP (“Covington”) to serve as its legal counsel with respect to the proposed business combination with GRIID and related potential PIPE offering.

From September 2021 through late November 2021, ADEX and its advisors conducted operational, legal, financial, accounting, and cybersecurity due diligence of GRIID, including physical site visits and electronic and network analysis. From September 20, 2021 through October 15, 2021, representatives of ADEX’s management, GRIID, Wells Fargo and those parties’ respective legal counsel prepared for meetings with potential investors for a PIPE offering.

On October 1, 2021, the ADEX board of directors held a meeting at which directors Mr. Shrier, Ms. Kassam and Mr. Levy as well as representatives of ADEX’s management other than Mr. D’Agostino, ADEX’s industry advisors, representatives of Covington and representatives of Arthur D. Little LLC and Evolve Security, LLC were in attendance. During the meeting, representatives of Covington discussed with the board of directors their fiduciary duties in the context of a potential business combination transaction with GRIID, representatives of Arthur D. Little LLC shared their operational due diligence findings, and representatives of Evolve Security, LLC shared their cybersecurity due diligence findings.

On October 9, 2021, ADEX and GRIID entered into an amendment to the Revised LOI that extended the exclusivity period until November 15, 2021.

On October 15, 2021, the full ADEX board of directors met, with representatives of ADEX’s management other than Mr. D’Agostino, ADEX’s industry advisors, representatives of Covington, representatives of Wells Fargo and representatives of GRIID’s management team in attendance. At the meeting, representatives of GRIID’s management team provided an overview of the proposed transaction and of GRIID’s business, operations and finances to the ADEX board of directors, and the ADEX board of directors reviewed and approved the investor presentation for a potential PIPE offering.

Thereafter, and continuing until November 22, 2021, representatives of Wells Fargo participated in conversations with potential investors with respect to a potential PIPE offering.

On October 15, 2021, Covington distributed to Troutman, as legal advisor to GRIID, an initial draft of the initial merger agreement. The initial draft of the initial merger agreement reflected the significant business points agreed to in the Revised LOI.

On October 29, 2021, Troutman provided Covington its initial comments to the initial merger agreement. During the first two weeks of November, Covington and Troutman exchanged initial drafts of the ancillary documents. Initial comments to the ancillary documents were provided by Covington and Troutman, respectively, within two weeks from their initial distribution. Thereafter, Covington and Troutman negotiated regarding the terms of the initial merger agreement and ancillary documents through November 29, 2021. Significant areas of discussion and negotiation included: (i) the overall transaction structure, (ii) closing conditions, (iii) the scope of the representations, warranties and covenants of the parties, (iv) the circumstances in which a party can terminate the merger agreement, (v) whether shares of ADEX common stock received by GRIID members in the merger would be subject to a post-closing lock-up and (vi) the treatment of GRIID’s

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existing profits interest units. The initial merger agreement ultimately reflected that ADEX and GRIID agreed that pending stockholder approval, New GRIID’s board of directors would include Cristina Dolan, an industry advisor to ADEX, as well as David Shrier and Sharmila Kassam, both of whom are directors of ADEX.

On November 13, 2021, ADEX and GRIID entered into a second amendment to the Revised LOI that extended the exclusivity period until December 15, 2021.

GRIID entered into the Blockchain Access credit agreement on November 19, 2021, which provided for a loan facility of up to $525 million, which was larger than the amount of the facility initially contemplated by ADEX and its board of directors in August 2021. A joint press release was issued by Blockchain Access and GRIID on November 22, 2021 announcing their entry into the agreement.

Following the issuance of GRIID’s and Blockchain Access’s press release announcing the execution of the Blockchain Access credit agreement, ADEX’s management directed Wells Fargo to make a final approach to potential PIPE offering investors to inform them of the Blockchain Access credit agreement and determine their interest in a PIPE offering priced at $10 per share of ADEX’s common stock that would not include convertible securities or other terms ADEX viewed as unfavorable to it or its stockholders.

On November 22, 2021, at a meeting of representatives from GRIID, ADEX and Wells Fargo, following the outreach by Wells Fargo described above, the parties agreed that given the current state of the PIPE market for deSPAC transactions and GRIID’s access to capital through the Blockchain Access credit agreement, ADEX would not proceed with the potential PIPE offering.

On November 24, 2021, Bloomberg published an article reporting that GRIID was in discussions with ADEX to go public in a transaction that valued GRIID at over $3 billion.

On November 29, 2021, the full ADEX board of directors met, with representatives of ADEX’s management (including Mr. D’Agostino), ADEX’s industry advisors, and representatives of Covington and Lincoln in attendance. Mr. Shrier and representatives of Covington reviewed with the board of directors the material terms of the Blockchain Access credit agreement, a summary of which was provided to the board of directors prior to the meeting, and of the initial merger agreement and ancillary documents, which were provided to the board of directors, along with a summary thereof, prior to the meeting. Representatives of Lincoln reviewed with the board of directors Lincoln’s fairness opinion analysis, which was provided to the board of directors prior to the meeting, and then rendered their oral opinion, which was subsequently confirmed in writing, that the initial merger consideration to be issued by ADEX was fair from a financial point of view to ADEX. Such opinion spoke only as of its date and was not updated, reaffirmed, or otherwise delivered in connection with the ADEX board of directors’ decision to approve the second amendment, and does not speak to the fairness of the updated merger consideration. For a detailed discussion of Lincoln’s opinion, see “Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration” below. Mr. D’Agostino left the meeting following the presentation by Lincoln. Following additional discussion by the ADEX board of directors regarding the terms of the merger, the ADEX board of directors unanimously determined that the merger, the initial merger agreement, the ancillary documents and the transactions contemplated thereby were advisable and in the best interests of ADEX and its stockholders, authorized and approved the execution, delivery and performance by ADEX of its obligations under the merger agreement and the ancillary documents and the consummation by ADEX of the transactions contemplated thereby (including the merger), and recommended that ADEX’s stockholders adopt the merger agreement and the ancillary documents and approve the transactions contemplated thereby (including the merger).

On the evening of November 29, 2021, the parties finalized and executed (as applicable) the initial merger agreement, the ADEX and GRIID disclosure schedules, the voting agreement and the forms of the other ancillary documents included as exhibits to the initial merger agreement. Prior to the open of trading on the NYSE on the morning of November 30, 2021, ADEX and GRIID issued a joint press release announcing the merger.

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On December 23, 2021, the parties entered into the first amendment.

On May 26, 2022, Wells Fargo resigned from its roles as financial advisor, capital markets advisor and lead placement agent to ADEX in connection with the merger and waived all rights to any fees and compensation in connection with such roles. See “Summary Wells Fargo’s Resignation as Lead Placement Agent, Capital Markets Advisor and Financial Advisor.”

On June 9 and 11, 2022, GRIID received letters from Blockchain Access asserting that GRIID was allegedly in default of GRIID’s obligations under its Third Amended and Restated Credit Agreement with Blockchain Access (the “prior credit agreement”), and purporting to cancel Blockchain Access’s commitments under the prior credit agreement and accelerate GRIID’s indebtedness thereunder. In a letter dated June 12, 2022, GRIID rejected Blockchain Access’s assertions.

On August 26, 2022, the day prior to the initial merger agreement’s outside termination date, ADEX and GRIID entered into a waiver agreement, pursuant to which each of the parties agreed to waive, until October 1, 2022, its right to terminate the initial merger agreement based on the transactions contemplated thereby not having been consummated on or prior to August 27, 2022.

On September 9, 2022, ADEX, Griid Infrastructure LLC, GEM, and GYBL entered into the GEM Share Purchase Agreement, which would give New GRIID the right, but not the obligation, from time to time at its option, to issue and sell to GEM up to $200.0 million of New GRIID’s shares of common stock. In connection with the GEM Share Purchase Agreement, the parties entered into a registration rights agreement relating to any shares to be issued under the GEM Share Purchase Agreement.

On October 3 and 4, 2022, ADEX’s legal advisors circulated to GRIID drafts of a proposed second amendment to the merger agreement which, among other things, would reduce the merger consideration, remove certain negative covenants limiting ADEX’s conduct of its business during the period between the signing of the merger agreement and the closing, permit ADEX to pursue an acquiror alternative transaction during the pre-closing period, eliminate GRIID’s ability to terminate the merger agreement if the merger has not closed by an agreed outside date (and extend that outside date to January 14, 2023 (subject to ADEX’s right to extend such outside date for successive 90-day extensions at its sole discretion)), and permit ADEX to terminate the merger agreement in the circumstances described in the last three bullet points under “—The Merger Agreement—Termination” above. The proposed second amendment also provided that GRIID would pay a termination fee of $50 million if the merger agreement was terminated in certain circumstances described under “—The Merger Agreement—Termination” above.

On October 4, 2022, the full ADEX board of directors met, with representatives of ADEX’s management and ADEX’s legal advisors in attendance. The ADEX board of directors received an update on the merger and GRIID’s business and outlined the key terms of the proposed second amendment to the merger agreement was circulated to Troutman on the same day (and which was provided to the board). The ADEX board of directors was also informed that Lincoln was not engaged to provide a written opinion as to fairness to ADEX, from a financial point of view, of the updated merger consideration to be issued by ADEX in the merger. Following discussion, the board of directors unanimously authorized and approved the execution and delivery by ADEX of the second amendment and the performance by ADEX of its obligations under the merger agreement, as so amended, and recommended that ADEX’s stockholders adopt the merger agreement.

On October 9, 2022, GRIID and Blockchain Access entered into the credit agreement, which provided for a restructured senior secured term loan (the “loan”) in the amount of $57,433,360, which represents the outstanding obligations under the prior credit agreement after giving effect to the credit agreement. In connection with the execution of the credit agreement, GRIID (and its affiliates), Blockchain Access (and certain of its affiliates) and ADEX entered into a settlement and release agreement pursuant to which Blockchain Access waived any potential defaults under the prior credit agreement and the parties agreed to release each other from any claims related to the prior credit agreement.

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On October 14, 2022, GRIID’s management provided the 2022 management projections (as defined below) to ADEX’s management.

Following discussions between ADEX and GRIID, on October 14, 2022, Covington circulated to Troutman a further revised version of the second amendment to the merger agreement that set the updated merger consideration at 58,500,000 shares of ADEX common stock and incorporated certain comments from Troutman. Also on October 14, 2022, ADEX management provided the 2022 management projections to the ADEX board of directors.

Also on October 14, 2022, the full ADEX board of directors met, with representatives of ADEX’s management and ADEX’s legal advisors in attendance. ADEX management provided an update that the credit agreement had been executed and noted the key final terms, and highlighted for the board of directors the significant volatility in the cryptocurrency markets and the 2022 management projections. The ADEX board of directors was also presented the final key terms of the proposed second amendment to the merger agreement that was circulated to Troutman on the same day (and which was provided to the board) and discussed ADEX management’s recommendation that the board approve the amendment. Following discussion, the board of directors unanimously determined that the merger and the updated merger agreement, as amended by the second amendment thereto, were advisable and in the best interests of ADEX and its stockholders, authorized and approved the execution and delivery by ADEX of the second amendment and the performance by ADEX of its obligations under the merger agreement, as so amended, and recommended that ADEX’s stockholders adopt the merger agreement, as so amended. For a detailed discussion of the merger agreement amendment, see “Proposal No. 1—The Merger Proposal” above.

ADEX and GRIID executed the second amendment on October 17, 2022.

On December 14, 2022, ADEX, convened a special meeting of its stockholders to vote on a proposal to amend ADEX’s charter to authorize ADEX to extend the date by which it must consummate an initial business combination up to six times at the election of the ADEX board of directors for an additional one month each time (for a maximum of six one-month extensions) or otherwise (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the IPO Shares and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate. On December 23, 2022, ADEX reconvened the special meeting of stockholders which was adjourned on December 14, 2022 to solicit additional votes. The stockholders of ADEX approved the extension proposal at this special meeting. In connection with the extension proposal, ADEX agreed to make a monthly deposit into the trust account for each monthly extension of $0.06 per IPO Share for each IPO Share that was not redeemed in connection with the extension meeting. On January 12, 2023, the ADEX board of directors elected to extend the date by which ADEX must complete an initial business combination by one month, from January 14, 2023 to February 14, 2023. In connection with the first monthly extension, GRIID deposited an aggregate of $148,045 (representing $0.06 per public share) into the trust account on behalf of ADEX. The deposit was made pursuant to a promissory note issued by ADEX to GRIID Infrastructure on January 13, 2023. Additional information regarding the promissory note can be found in this proxy statement/prospectus under the heading “Certain ADEX Relationships and Related Party Transactions.” In connection with the special meeting, ADEX filed with the Secretary of State of the State of Delaware a certificate of amendment to its then-current amended and restated certificate of incorporation.

On February 8, 2023, the parties executed the third amendment. On the same date, the ADEX board of directors elected to extend the date by which ADEX must complete an initial business combination by one additional month, from February 14, 2023 to March 14, 2023.

ADEX’s Board of Directors’ Reasons for Approval of the Merger

ADEX’s board of directors considered a wide variety of factors in connection with its initial evaluation of the merger. In light of the complexity of those factors, ADEX’s board of directors, as a whole, did not consider it

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practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of ADEX’s board of directors may have given different weight to different factors. ADEX board of directors’ reasons for approval of the merger, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision to approve initial merger agreement, ADEX’s board of directors reviewed the results of due diligence conducted by ADEX’s management, together with its advisors, which included, among other things:

•

extensive meetings with GRIID’s management team regarding operations and forecasts;

•

research on the cryptocurrency industry, including historical growth trends and market share information as well as end-market size and growth projections;

•

consultation with ADEX’s management and legal and financial advisors;

•

review of current and forecasted industry and market conditions;

•

GRIID’s audited and unaudited financial statements; and

•

consideration of legal, cybersecurity, and operational due diligence reports prepared by external advisors.

In the prospectus for ADEX’s IPO, ADEX identified general, non-exclusive criteria and guidelines that ADEX believed would be important in evaluating prospective target businesses. ADEX indicated its intention to acquire a company that it believes possess the following characteristics:

•

are fundamentally sound and that we believe are underperforming their potential;

•

are at an inflection point, such as requiring additional management expertise or new operational techniques to drive improved financial performance;

•

have been materially impacted by possible market dislocations or that have new market opportunities and would benefit from capital markets access.

In considering the merger, ADEX’s board of directors concluded that GRIID met all of the above criteria.

In particular, the board of directors considered the following positive factors, although not weighted or in any order of significance:

•

Capitalization. GRIID maintained a $525 million credit facility, strengthening its balance sheet and reducing the need for additional public equity financing.

•

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•

Compelling Financial Metrics and Valuation. The proposed pro forma enterprise value of approximately $3.3 billion implied an enterprise value to projected 2022 EBITDA multiple of 7.3x and an enterprise value to projected 2022 total revenue multiple of 6.4x (based on the 2021 management projections (as defined below)), which compares favorably with the corresponding trading multiple for certain companies that may be deemed comparable to GRIID in certain respects.

•

Terms of the Merger Agreement. Our board of directors reviewed the financial and other terms and conditions of the merger agreement and determined that they were reasonable and were the product of arm’s-length negotiations among the parties.

•

In evaluating the merger under the terms of the merger agreement and in connection with entering into the second amendment, the ADEX board of directors, including our independent directors, further considered the following factors:

•

Continued Compelling Financial Metrics and Valuation. The recommendation of ADEX management, which was based upon an updated proposed pro forma enterprise value of approximately $725.0 million and an implied enterprise value to projected 2023 EBITDA multiple of 12.68x and enterprise value to projected 2023 total revenue multiple of 5.99x (based on the 2022 management projections (as defined below)) after giving effect to the second amendment, which ADEX management believes reflected the significant volatility in the cryptocurrency markets following GRIID and ADEX’s entry into the initial merger agreement.

•

GRIID’s Resolution of its Dispute with Blockchain Access. GRIID entered into a settlement and release agreement with Blockchain Access on October 9, 2022, pursuant to which Blockchain Access waived any potential defaults under the prior credit agreement. The resolution of this dispute and entry into the credit agreement provide GRIID with greater certainty regarding its debt financing.

•

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In the course of its deliberations, our board of directors also considered a variety of uncertainties, risks and other potentially negative factors relevant to the transaction, including, among others, the following:

•

The risk relating to the uncertainty of the projected financial information with respect to GRIID.

•

The risk that the terms of GRIID’s credit agreement with Blockchain Access restrict GRIID’s current and future operations, particularly its ability to take certain actions.

•

The risk that GRIID’s business is highly dependent on a small number of bitcoin mining equipment suppliers.

•

The risks relating to GRIID’s reliance on third parties, including utility providers, for the reliable and sufficient supply of electrical power to its infrastructure.

•

The risks relating to GRIID’s ability to obtain and maintain access to its targets of carbon-free power supply.

•

The risks relating to GRIID’s ability to execute its business model, including market acceptance of bitcoin.

•

The risks relating to GRIID’s status as an early-stage company with a history of operating losses.

•

The risk that because GRIID’s miners are designed specifically to mine bitcoin, GRIID’s future success will depend in large part upon the value of bitcoin.

•

The risk that the market price of bitcoin may be extremely volatile, including due to potential under-regulation.

•

The risks posed by the fact that there is no PIPE as part of the merger, since public investors often rely on PIPE investors for third-party validation of the valuation of a transaction.

•

The risks associated with the cryptocurrency industry in general, including the development, effects and enforcement of laws and regulations with respect to the cryptocurrency industry.

•

The risks associated with macroeconomic uncertainty and the effects it could have on GRIID’s revenues.

•

The risk that ADEX does not retain sufficient tangible assets to meet the requirements of the merger agreement.

•

The risk that GRIID might not able to protect its trade secrets or maintain its trademarks, patents and other intellectual property consistent with historical practice.

•

The risk that key employees of GRIID might not remain with GRIID following the closing.

•

The possibility of litigation challenging the merger.

•

The challenge of attracting and retaining senior management personnel.

•

The significant fees and expenses associated with completing the merger and related transactions and the substantial time and effort of management required to complete the merger.

•

The other risks described in the section entitled “Risk Factors.”

After considering the foregoing additional potentially negative and potentially positive reasons, our board of directors concluded, in its business judgment, that the potentially positive reasons for consummating the merger on the terms of the merger outweighed the factors for not consummating the merger. In connection with its deliberations regarding the second amendment, our board of directors did not consider the fairness of the updated merger consideration to any person other than ADEX.

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Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration

ADEX retained Lincoln to act as financial advisor to its board of directors in connection with ADEX’s consideration of the initial merger agreement. ADEX selected Lincoln to act as its financial advisor because Lincoln is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, Lincoln is regularly engaged in the valuation of businesses in a range of industries and their securities in connection with mergers and acquisitions. Moreover, ADEX retained Lincoln because Lincoln would not receive any fees for any other services or success fees contingent upon the closing of the merger.

On November 29, 2021, Lincoln rendered its oral opinion, which was subsequently confirmed in writing on the same date, to the board of directors of ADEX at a meeting at which such board considered the initial merger agreement, based upon and subject to the qualifications, procedures, limitations and assumptions set forth therein, as to the fairness, from a financial point of view, of the initial merger consideration to be issued by ADEX in the merger. Lincoln’s fairness opinion was furnished to the ADEX board of directors in its capacity as such, and, as stated in such opinion, not to any other person, including any particular shareholder, group or class of securities, creditor, or other constituencies of ADEX, and was furnished solely to be utilized by the ADEX board of directors. The issue of whether the Lincoln Disclaimer would be enforced in favor of Lincoln and against any securities holders or other persons would need to be resolved by a court of competent jurisdiction. However, resolution of the issue would have no effect on the rights and responsibilities of the ADEX board of directors and would have no effect on the rights and responsibilities of either Lincoln or the ADEX board of directors under federal securities laws. The board of directors of ADEX did not obtain an opinion from a financial advisor as to the fairness to ADEX, from a financial point of view, of the 58,500,000 shares of ADEX common stock to be issued by ADEX in the merger as merger consideration, as contemplated by the second amendment to the merger agreement.

The fairness opinion described throughout this proxy statement/prospectus was dated November 29, 2021 and was delivered in connection with ADEX’s board of directors’ evaluation of the initial merger agreement and the initial merger consideration to be paid pursuant to that agreement. On October 17, 2022, the parties to the initial merger agreement entered into the second amendment, which, among other things, reduced the merger consideration. No new or updated fairness opinion was obtained in connection with ADEX’s board of directors’ determination that the merger and the second amendment, including the reduction in the merger consideration, was advisable and in the best interests of ADEX and its stockholders. We continue to describe the fairness opinion delivered on November 29, 2021 throughout this proxy statement/prospectus solely to provide historical context for ADEX’s board of directors’ deliberations in connection with its initial assessment of the merger and the initial merger agreement. In light of changes in macroeconomic conditions, recent volatility in the market value of bitcoin and the updated merger consideration set forth in the second amendment, you should not rely on the following discussion of the fairness opinion, any discussion of the fairness opinion elsewhere in this proxy statement/prospectus or the text of the fairness opinion set forth in Annex F, in evaluating whether or not to vote your shares of common stock in favor of the merger proposal or any other proposal set forth in this proxy statement/prospectus or in evaluating whether or not to redeem your IPO Shares.

Lincoln’s opinion delivered on November 29, 2021 was directed to the board of directors of ADEX (in its capacity as such) and only addressed the fairness to ADEX, from a financial point of view, of the initial merger consideration to be issued by ADEX in the merger and did not address any other terms, aspects or implications of the merger, or any agreements, arrangements or understandings entered into in connection with the merger. The summary of Lincoln’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex F to this proxy statement/prospectus and which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Lincoln in connection with the preparation of its opinion. Neither Lincoln’s opinion nor the summary of its opinion and the related

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analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the board of directors of ADEX, ADEX or any security holder as to how to act or vote on any matter relating to the merger or otherwise.

In connection with rendering its opinion regarding the initial merger agreement and the initial merger consideration, Lincoln, among other things:

reviewed GRIID’s unaudited income statements and balance sheets as of and for the years ended December 31, 2019 and December 31, 2020 provided to Lincoln by GRIID;

reviewed GRIID’s unaudited income statements and balance sheets as of and for the nine months ended September 30, 2021;

reviewed the financial projections through December 31, 2024 prepared by GRIID in October 2021, provided to Lincoln by ADEX (the “2021 management projections”);

reviewed the initial merger agreement;

reviewed GRIID’s Investor Presentation;

reviewed an Agreement, dated as of September 8, 2021, between Intel and Griid Infrastructure LLC;

reviewed the Third Amended and Restated Credit Agreement, among Griid Infrastructure LLC as Borrower, the Lenders from time to time party hereto, and Blockchain Access UK Limited as Agent, dated as of November 19, 2021 (the “Blockchain Facility”);

reviewed a letter addressed to Lincoln by management of GRIID which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Lincoln by or on behalf of GRIID, dated November 23, 2021;

discussed the business, financial outlook and prospects of GRIID, as well as the terms and circumstances surrounding the merger, with management of ADEX and GRIID;

10)

reviewed certain financial and other information for GRIID, and compared that data and information with certain financial, stock trading and corresponding data and information for companies with publicly traded securities that Lincoln deemed relevant, none of which are directly comparable to GRIID;

11)

performed certain valuation and comparative financial analyses including a discounted cash flow analysis and an analysis of selected public companies; and

12)

considered such other information and financial, economic and market criteria that Lincoln deemed relevant.

In performing its analyses and preparing its opinion, Lincoln relied upon and assumed the accuracy and completeness of all of the financial, accounting, legal, tax and other information Lincoln reviewed, and Lincoln has not assumed any responsibility for the independent verification of, nor independently verified, any of such information. Lincoln relied upon the assurances of the management of ADEX that they are unaware of any facts or circumstances that would make such information materially incomplete or misleading. With respect to the financial forecasts, including the 2021 management projections, provided to Lincoln by management of ADEX, Lincoln assumed that they were reasonably prepared in good faith and based upon assumptions which, in light of the circumstances under which they were made, were the best reasonably available, and Lincoln assumes no responsibility for and expresses no opinion on the assumptions, estimates, and judgments on which such forecasts, including the 2021 management projections were based. Lincoln assumed that the merger will be consummated in a timely manner that complies in all respects with all applicable federal and state statutes, rules and regulations. Lincoln also assumed that in the course of obtaining any necessary regulatory and third-party consents, approvals and agreements for the merger, no modification, delay, limitation, restriction, or condition

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will be imposed that will have an adverse effect on ADEX or the merger, that the merger will be consummated in accordance with the terms outlined by ADEX and other documents made available to Lincoln, without waiver, modification or amendment of any term, condition or agreement therein that is material to Lincoln’s analysis. Lincoln further assumed that the final versions of all documents conform in all material respects to the drafts reviewed by Lincoln and that the final terms of the merger will not vary materially from those set forth in the copies or drafts, as applicable, reviewed by Lincoln.

Lincoln also assumed that there has been no material change in the assets, liabilities, business, condition (financial or otherwise), results of operations, or prospects of GRIID since the most recent financial information was made available to Lincoln, other than for any such changes that were reflected in the 2021 management projections. Additionally, Lincoln assumed, based on the representation of management of GRIID, that New GRIID’s business plan and associated capital expenditures will be fully funded at closing of the merger as a result of the Blockchain Facility and cash on New GRIID’s balance sheet.

Lincoln’s opinion was necessarily based on financial, economic, market and other conditions as they exist on and the information made available to Lincoln as of November 29, 2021. Although subsequent developments may affect its opinion, Lincoln does not have any obligation to update, revise or reaffirm its opinion.

Lincoln did not evaluate GRIID’s solvency and was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of GRIID or any of its subsidiaries, nor was Lincoln furnished with any such evaluations or appraisals. Lincoln was not requested to, nor did Lincoln participate in the negotiation or structuring of the merger. Lincoln was no requested to, nor did Lincoln seek, alternative candidates for the merger.

Lincoln’s opinion only addressed the fairness from a financial point of view to ADEX of the initial merger consideration to be issued by ADEX in the merger and did not address the underlying business decision of the board of directors of ADEX or the stockholders to proceed with or effect the merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form or any other portion or aspect of, the merger or otherwise, except as expressly addressed in the opinion, (iii) the fairness of any portion or aspect of the merger to the holders of any class of securities, creditors or other constituencies of any member of ADEX, or any other party other than those set forth in the opinion, (iv) the relative merits of the merger as compared to any alternative business strategies that might exist for ADEX or any other party or the effect of any other transaction in which ADEX or any other party might engage, (v) the tax or legal consequences of the merger to ADEX or any other party, (vi) the fairness of any portion or aspect of the merger to any one class or group of any member of ADEX’s or any other party’s security holders vis-à-vis any other class or group of any member of ADEX’s or such other party’s security holders, (vii) how the board of directors of ADEX, any security holder or any other party should act or vote with respect to the merger, or (viii) the solvency, creditworthiness or fair value of any member of ADEX or any other participant in the merger under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters.

Lincoln expressed no opinion as to what the market price or value of the stock of ADEX would be after the announcement of the merger. Lincoln’s opinion was not to be construed as a valuation opinion, credit rating, solvency opinion, an analysis of ADEX’s credit worthiness, as tax advice, or as accounting advice. Lincoln also expressed no opinion about the amount or nature of any compensation or equity arrangement to be given to ADEX’s officers, directors or employees, or class of such persons, in connection with the merger relative to the initial merger consideration.

Set forth below is a summary of the material financial analyses reviewed by Lincoln with the ADEX board of directors on November 29, 2021 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analysis performed by Lincoln. The order of the individual analyses described, and the results of these analyses, do not represent relative importance or weight given to these analyses by Lincoln. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before November 29, 2021.

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The following summary of Lincoln’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute complete analyses. Considering the tables below without considering the full narrative description of Lincoln’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Several financial analyses were employed and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective on the initial merger consideration. Lincoln did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its opinion as to the fairness of the initial merger consideration. Lincoln did not place any specific reliance or weight on any individual analysis, but instead concluded that its analyses, taken as a whole, supported its opinion.

Summary of Lincoln’s Financial Analysis

Discounted Cash Flow Analysis

Lincoln performed a discounted cash flow analysis of GRIID. A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. Lincoln performed a discounted cash flow analysis of the projected unlevered free cash flows of GRIID for the fiscal years 2021 through 2024. Lincoln defined “free cash flow” as cash generated by GRIID that is available either to reinvest, service debt, or distribute to security holders. The discounted cash flow analysis was used to determine the net present value of projected unlevered free cash flows utilizing an appropriate cost of capital for the discount rate. For purposes of its discounted cash flow analysis, Lincoln utilized and relied upon the management projections, which provided a financial forecast for the fiscal years 2021 through 2024, and other financial information prepared by management of GRIID and provided by management of ADEX. For further information regarding the 2021 management projections, see “—Certain GRIID Projected Financial Information.”

Lincoln calculated GRIID’s projected unlevered free cash flows by taking EBITDA, subtracting tax depreciation and amortization, subtracting estimated taxes using a 26.0% tax rate, adding back tax depreciation and amortization, and subtracting capital expenditures and changes in net working capital. Lincoln determined the net present value of the projected unlevered free cash flows using a cost of capital for the discount rate that reflects the risk associated with the cash flows of a growth stage company which were included in the 2021 management projections as well as the rates of return that investors could expect to realize on alternative investment opportunities with similar risk profiles to GRIID. Lincoln’s selected discount rates for GRIID, which ranged from 35.0% to 45.0%, were selected based on the application of Lincoln’s professional judgment and experience, based on estimated rates of return required by venture capitalists. Lincoln calculated GRIID’s terminal value using the Gordon Growth perpetuity growth formula assuming a 0.0% terminal growth rate and a terminal discount rate range of 14.0% to 16.0%, which was calculated using a capital asset pricing model for weighted average cost of capital and information derived from the selected public companies and using a 26.0% tax rate, as provided by management of GRIID.

Based on these assumptions, Lincoln’s discounted cash flow analysis indicated an estimated enterprise value range for GRIID of $3.600 billion to $4.800 billion.

Selected Public Companies Analysis

Lincoln performed a selected public companies analysis for GRIID. Although none of these selected public companies are directly comparable to GRIID, Lincoln selected companies in the crypto mining industry with

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operations similar to GRIID for its analysis based on their similarity, primarily in terms of business model and geographic footprint, to that of GRIID. Lincoln analyzed the selected public companies and financial data set forth below based on their similarity to GRIID, primarily in terms of estimated and projected financial performance, hash rate, power capacity and power consumption efficiency. Lincoln assumed, for purposes of this analysis, that GRIID is expected to have similar power costs to the selected public companies set forth below, and additionally considered, among other things, GRIID’s miners under contract, power contracts and clean, carbon-free energy.

The tables below summarize observed historical and projected financial performance for GRIID and the selected public companies, as well as multiples of enterprise value to estimated fiscal year 2021 EBITDA, projected fiscal year 2022 EBITDA, projected fiscal year 2023 EBITDA, estimated fiscal year 2021 revenue, projected fiscal year 2022 revenue, projected fiscal year 2023 revenue and projected fiscal year 2022 hash rate, in each case as of November 22, 2021. The revenue, EBITDA and hash rate estimates and projections for the fiscal years ending 2021, 2022 and 2023 in the table below for the selected public companies were derived based on information for the 12 months ended closest to GRIID’s fiscal year ending December 31, 2021, 2022 and 2023, for which information was available. For purposes of its analysis, Lincoln used certain publicly available historical financial data, publicly disclosed hash rate estimates, equity analyst estimates and forecasts included in certain SEC S-4 registration statement filings for the selected public companies, and information provided by GRIID.


	Selected Public Companies – Financial Performance
	GRIID			Mean			Median
Revenue Growth
Fiscal Year 2021		1021	%		1097	%		472	%
Fiscal Year 2022		1498	%		595	%		123	%
Fiscal Year 2023		229	%		62	%		66	%

EBITDA Growth
Fiscal Year 2021		NMF			1180	%		883	%
Fiscal Year 2022		2212	%		1642	%		254	%
Fiscal Year 2023		241	%		84	%		80	%

EBITDA Margin
Fiscal Year 2021		61	%		59	%		60	%
Fiscal Year 2022		88	%		72	%		70	%
Fiscal Year 2023		91	%		76	%		72	%

Hash Rate
Current		0.6			1.3			1.2
Fiscal Year 2021		0.6			2.8			2.1
Fiscal Year 2022		11.1			7.6			7.2

NMF = Not meaningful

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Enterprise Value as a Multiple of

Company Name

2021 EBITDA

2022 EBITDA

2023 EBITDA

2021 Revenue

2022 Revenue

2023 Revenue

2022 Hash Rate

Argo Blockchain plc

8.8x

4.5x

2.4x

7.17x

3.73x

2.26x

205

Bitfarms Ltd.

7.45x

5.26x

160

Bit Digital, Inc.

4.30x

5.24x

201

Cipher Mining Inc.

352.0x

7.4x

3.8x

NMF

5.03x

2.70x

107

Greenidge Generation Holdings Inc.

14.8x

5.3x

3.1x

6.76x

3.03x

1.92x

164

Hut 8 Mining Corp.

24.9x

7.8x

4.5x

12.85x

5.30x

3.06x

301

Iris Energy Limited

216

Marathon Digital Holdings, Inc.

31.4x

8.1x

6.2x

25.24x

6.27x

5.15x

353

Riot Blockchain, Inc.

23.1x

8.7x

6.0x

13.75x

6.26x

4.44x

341

Stronghold Digital Mining, Inc.

176.4x

5.5x

2.9x

24.28x

3.36x

2.01x

126

TeraWulf, Inc. ⁽¹⁾

393.6x

8.9x

4.8x

314.89x

7.81x

4.20x

437

TeraWulf, Inc.⁽²⁾

456.1x

10.3x

5.6x

364.89x

9.05x

4.87x

507

(1)	Metrics reflect an Enterprise Value of $2.9 billion, based on $10.0 million value ascribed to IKONICS legacy business

(2)	Metrics reflect an Enterprise Value of $3.4 billion, based on $0.0 million value ascribed to IKONICS legacy business

The table below summarizes certain observed trading multiples of the selected public companies as of November 22, 2021. The EBITDA estimates for fiscal year 2021, 2022 and 2023 and in the tables below for the selected public companies were derived based on information for the 12-month period ending closest to GRIID’s fiscal year ending December 31, 2021, 2022 and 2023 for which information was available.

Selected Public Companies –
Valuation Multiples

Min

Mean

Median

Max

Enterprise Value as a Multiple of

2021 EBITDA

8.8x

164.6x

31.4x

456.1x

2022 EBITDA

4.5x

7.4x

7.8x

10.3x

2023 EBITDA

2.4x

4.4x

4.5x

6.2x

2021 Revenue

4.3x

78.2x

13.3x

364.9x

2022 Revenue

3.0x

5.5x

5.3x

9.1x

2023 Revenue

1.9x

3.4x

3.1x

5.1x

2022 Hash Rate

107

260

211

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Source: S&P Capital IQ, company filings, Cipher S-4 and TeraWulf S-4

None of the selected public companies were directly comparable to GRIID. As a result, a valuation analysis based on the selected public companies cannot be limited to a quantitative review of the companies’ valuation multiples, but also requires complex consideration and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of GRIID.

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Summary of Selected Public Companies Analyses

In order to estimate a range of enterprise value for GRIID, Lincoln applied valuation multiples to (i) projected EBITDA for GRIID for the fiscal year 2022, (ii) projected EBITDA for GRIID for the fiscal year 2023 and (iii) projected hash rate for GRIID for the fiscal year 2022, as follows:

•

Projected 2022 EBITDA: 7.0x to 9.0x

•

Projected 2023 EBITDA: 2.0x to 2.5x

•

Projected 2022 Hash Rate: $250 to $350

Valuation multiples were selected, in part, by taking into consideration historical and projected financial performance metrics of GRIID relative to such metrics of the selected public companies, including, but not limited to, the size of GRIID on a revenue and EBITDA basis, historical, estimated and projected EBITDA margins compared to the selected public companies, historical, estimated and projected revenue and EBITDA growth, current and projected hash rate, power capacity and power cost and forecasted capital expenditures compared to the selected public companies.

Based on these selected valuation multiples, Lincoln’s selected public companies analysis indicated an estimated enterprise value range for GRIID of $2.950 billion to $3.900 billion.

Summary of Analysis

By taking the average of the ranges indicated by the discounted cash flow analysis and selected public companies analysis, Lincoln concluded an enterprise value range for GRIID of $3.275 billion to $4.350 billion, compared to the Transaction Enterprise Value of $3.215 billion.

Miscellaneous

In the past two years, Lincoln has not been engaged by either GRIID or ADEX or received fees from either of GRIID or ADEX, other than in connection with the opinion. Lincoln received customary fees from ADEX for its services, in the amount of $500,000, $75,000 of which was paid upon Lincoln’s retention, and the balance of which was earned when Lincoln informed the ADEX board of directors that it was prepared to render its opinion and is payable upon the closing of the merger. No portion of Lincoln’s fee was contingent upon the conclusion reached in its opinion or upon the closing of the merger. In addition, ADEX has agreed to indemnify Lincoln and certain related parties against certain liabilities, and to reimburse Lincoln for certain expenses, arising in connection with or as a result of its engagement. Lincoln and its affiliates provide a range of investment banking and financial services and, in that regard, Lincoln and its affiliates may in the future provide, investment banking and other financial services to ADEX and each of its affiliates, for which Lincoln and its affiliates would expect to receive compensation.

Certain GRIID Projected Financial Information

GRIID does not as a matter of course make public projections as to future results. GRIID provided the 2021 management projections, its internally-derived forecasts, prepared in October 2021, for each of the years in the four-year period ending December 31, 2024 to the ADEX board of directors for use as a component of its overall evaluation of GRIID and its evaluation of the initial merger agreement. The 2021 management projections were also provided to Lincoln in connection with its analyses in connection with the rendering of its opinion, as described in the section entitled “—Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration.” To account for changes since the 2021 management projections were prepared, including changes in the overall global macroeconomic climate and the substantial decline in the market price of bitcoin, GRIID’s management provided to ADEX management updated financial projections in October 2022 (such

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updated projections, the “2022 management projections” and together with the 2021 management projections, the “projections”). The 2022 management projections were reviewed by ADEX management and the ADEX board of directors in connection with their evaluation of the second amendment and management’s recommendation for approval thereof to the ADEX board of directors. No financial advisor has delivered or is expected to deliver an opinion to the ADEX board of directors or to any other person regarding the fairness of the merger that takes into account the 2022 management projections, the second amendment or the updated merger consideration contemplated thereby.

The projections were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. However, in the view of GRIID’s management, the projections were prepared on a reasonable basis, reflected the best then-currently available estimates and judgments, and presented, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of GRIID without any assumption of a minimum amount of capital received from ADEX’s trust account or a PIPE transaction in connection with the merger.

The projections reflect numerous assumptions, including economic, market and operational assumptions, all of which are difficult to predict and many of which are beyond GRIID’s control, such as the risks and uncertainties contained in the sections titled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID” and “Cautionary Note Regarding Forward-Looking Statements”. The projections are forward-looking statements that are based on growth assumptions, which are inherently subject to significant uncertainties and contingencies, many of which are beyond GRIID’s control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. The projections set forth below, and all statements regarding GRIID’s business plan and yearly forecasts are subject to material assumptions which include, without limitation, the key assumptions set forth in the tables below, and assumptions regarding GRIID’s ability to build out its operations on a timely basis, GRIID’s ability to successfully execute its technology and business development plans and growth strategy, GRIID’s ability to compete in rapidly developing markets, GRIID’s ability to source and maintain strategic supply arrangements, including power agreements, and the regulations and government actions affecting the markets in which GRIID plans to operate, the timing of the consummation of the merger, which is subject to delay, and the price of bitcoin, which historically has been highly volatile. GRIID cautions that its assumptions may not materialize and that market developments and economic conditions may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty.

The 2021 management projections include Adjusted EBITDA, which is a non-GAAP financial measure. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by GRIID’s management may not be comparable to similarly titled measures used by other companies.

EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, GRIID DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROJECTIONS. THE PROJECTIONS DO NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/ PROSPECTUS ARE CAUTIONED NOT TO UNDULY RELY ON THE PROJECTIONS SET FORTH BELOW. NONE OF GRIID, ADEX NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY GRIID MEMBER, ADEX STOCKHOLDER OR ANY OTHER PERSON REGARDING THE PROJECTIONS OR THE LIKELIHOOD THAT PROJECTED FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

The inclusion of the projections in this proxy statement/prospectus should not be regarded as an indication that ADEX, GRIID, their respective directors, managers, officers, members, advisors or other representatives

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considered, or now considers, such projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the merger. The projections are not statements of fact and should not be relied upon as being necessarily indicative of future results. Readers of this proxy statement/prospectus, including investors or stockholders, are cautioned not to place undue reliance on this information. Accordingly, the projections should not be looked upon as “guidance” of any sort. You are cautioned not to unduly rely on the projections in making a decision regarding the business combination, as the projections may be materially different than actual results. We do not expect that we will refer back to the projections in our future periodic reports filed under the Exchange Act.

The projections were prepared by GRIID’s management. RSM US LLP, GRIID’s independent registered public accounting firm, has not examined, compiled or otherwise applied procedures with respect to the projections presented herein and, accordingly, expresses no opinion or any other form of assurance on them. The report of RSM US LLP included in this proxy statement/prospectus relates to historical financial information of GRIID. It does not extend to the projections and should not be read as if it does. You are encouraged to review the financial statements of GRIID included in this proxy statement/prospectus, and to not rely on any single financial measure.

2021 Management Projections

The 2021 management projections were prepared using a number of assumptions, including the following assumptions that GRIID’s management believed to be material:


KEY ASSUMPTIONS
	2021E		2022E		2023E		2024E
Net New Developed Power Capacity (megawatts)		23		386		300		224
Total Power Capacity (megawatts)		48		434		734		958
Hashrate		945,050		7,039,459		22,802,225		34,992,725
Net New Bitcoin Mined		668.72		8,341.37		22,850.33		24,361.05
Cumulative Bitcoin Mined		987.20		9,328.56		32,178.89		56,539.94
USD$/T/Day Weighted Average	$	0.31	$	0.32	$	0.30	$	0.26
End of Year Bitcoin Spot Rate	$	51,816.20	$	64,185.79	$	79,508.26	$	98,488.51

Additionally, the 2021 management projections were also prepared using the following assumptions that GRIID’s management believed to be material:

•

bitcoin’s growth from a starting point of $50,000 in October 2021 and increasing at a rate of 1.8% per month. In evaluating the reasonableness of the assumed 1.8% monthly growth in the value of one bitcoin, GRIID compared historical changes in bitcoin values over the prior 12, 24, and 36 months, each of which substantially exceeded 1.8%. Because increases in the bitcoin growth rate would have only increased the valuation implied by the model, GRIID viewed the 1.8% growth rate to be reasonable in light of the potential continued volatility and relative uncertainty inherent in predicting the value of bitcoin and cryptocurrencies generally;

•

constant ASIC efficiency throughout the periods presented (primarily to avoid double-counting the impact of assumed increases in mining equipment costs);

•

next halving, which was then expected to occur in May 2024, at which point each block mined would reward 3.125 bitcoins; and

•

processing power of the bitcoin network, or hashrate, of 203 EH/s by December 2024E, with GRIID’s share in the bitcoin network hashrate expected to be approximately 13.4% at December 2024E (this, in turn, assumes a planned expansion with approximately a total of 320,000 miners deployed by 2024E).

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GRIID’s 2021 management projections for the four-year period ending December 31, 2024 are presented in the following table.


PROJECTED INCOME STATEMENT (MILLION $)
	2020			2021E			2022E			2023E			2024E
Total Revenue	$	2.8		$	31.6		$	504.3		$	1,660.3			2,165.1

Total Direct Expenses		1.4			5.0			46.4			121.0			166.2
Total Operating Expenses		2.4			7.4			15.1			28.4			38.6

Operating Income Before Depreciation		(1.0	)		19.2			442.9			1,510.8			1,960.2
Depreciation		1.7			3.5			87.4			200.7			268.8
Other Income (Expense)		(11.0	)		(5.9	)		(43.8	)		(65.5	)		(59.8	)

Income (Loss) Before Taxes		(13.7	)		9.8			311.6			1,244.6			1,631.7
Income Taxes		—			0.9			68.6			273.8			359.0

Net Income (Loss)	$	(13.7	)	$	8.9		$	243.1		$	970.8		$	1,272.7

The following table reconciles forecasted net income (loss) to Adjusted EBITDA⁽¹⁾.


RECONCILIATION OF ADJUSTED EBITDA⁽¹⁾ (MILLION $)
	2020A			2021E			2022E		2023E		2024E
Net income (loss)	$	(13.7	)	$	8.9		$	243.1	$	970.8	$	1,272.7
Adjustments:
Interest expense, net		1.3			3.6			10.9		10.9		10.9
Income tax expense (benefit)		—			0.9			68.6		273.8		359.0
Depreciation and amortization		1.7			3.5			87.4		200.7		268.8
(Gain)/loss on disposal of property and equipment		0.5			(0.9	)		—		—		—
Impairment of cryptocurrency		0.6			5.7			—		—		—
Realized (gain) loss on the change in fair value of cryptocurrency notes payable		(1.4	)		(9.7	)		—		—		—
Decrease in fair value of cryptocurrency notes payable		10.2			6.9			—		—		—

Adjusted EBITDA	$	(0.8	)	$	18.8		$	409.9	$	1,456.2	$	1,911.3

(1)	Adjusted EBITDA is defined as net income (loss), adjusted to eliminate the effect of (i) interest expense, net; (ii) income tax expense (benefit); (iii) depreciation and amortization; and (iv) certain additional non-cash and non-recurring items.

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2022 Management Projections

The 2022 management projections were prepared using a number of assumptions, including the following assumptions that GRIID’s management believed to be material:


KEY ASSUMPTIONS
	2021A		2022E		2023E		2024E
Net New Developed Power Capacity (megawatts)		23		—		128		260

Total Power Capacity (megawatts)		48		48		176		436

Hashrate (TH/s)		945,050		1,130,500		5,741,508		15,372,162

Net New Bitcoin Mined		644.00		858.66		5,155.05		16,661.99
Cumulative Bitcoin Mined		962.48		1,821.14		6,976.19		23,638.18

USD$/T/Day Weighted Average	$	0.31	$	0.10	$	0.11	$	0.13

End of Year Bitcoin Spot Rate	$	46,328.94	$	20,604.50	$	24,635.11	$	29,454.19

Additionally, GRIID’s projected financial information was also prepared using the following assumptions that GRIID’s management believed to be material:

•

bitcoin’s growth from a starting point of $20,000 in October 2022 and increasing at a rate of 1.5% per month. In evaluating the reasonableness of the assumed 1.5% monthly growth in the value of one bitcoin, GRIID compared historical changes in bitcoin values over the prior 12, 24, and 36 months, the majority of which exceeded 1.5%. Because increases in the bitcoin growth rate would have only increased the valuation implied by the model, GRIID viewed the 1.5% growth rate to be reasonable in light of the potential continued volatility and relative uncertainty inherent in predicting the value of bitcoin and cryptocurrencies generally;

•

constant ASIC efficiency throughout the periods presented (primarily to avoid double-counting the impact of assumed increases in mining equipment costs);

•

next halving, which is expected to occur in April 2024, at which point each block mined would reward 3.125 bitcoins; and

•

processing power of the bitcoin network, or hashrate, of 140 EH/s by December 2024E, with GRIID’s share in the bitcoin network hashrate expected to be approximately 11.0% at December 2024E (this, in turn, assumes a planned expansion with approximately a total of 139,000 miners deployed by 2024E).

The 2022 management projections for the two-year period ending December 31, 2024 are presented in the following table.


KEY FINANCIAL METRICS

	2023E			2024E
Revenue	$	121,000,000		$	460,000,000
EBITDA	$	57,000,000		$	304,000,000

EBITDA (as % of revenue)		47	%		66	%

Satisfaction of 80% Test

It is a requirement under our current charter and NYSE American listing requirements that the business or assets acquired in our initial business combination have an aggregate fair market value equal to at least 80% of

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the value of the deposit account (excluding any deferred underwriting commissions and taxes payable on the income earned on the deposit account) at the time of the execution of a definitive agreement for our initial business combination.

As of the date of the merger agreement, the balance of the funds in the trust account was approximately $276.1 million (excluding deferred underwriting commissions), of which 80% is approximately $220.9 million. In reaching its conclusion that the merger meets the 80% asset test, the board of directors looked at the equity value of GRIID of approximately $3.3 billion at the date of the initial merger agreement. In determining whether the equity value described above represents the fair market value of GRIID, our board of directors considered all of the factors described above in this section and the fact that the purchase price for GRIID was the result of an arm’s-length negotiation. As a result, our board of directors concluded that the fair market value of the business acquired was significantly in excess of 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). In light of the financial background and experience of the members of our management team and the board of directors, our board of directors believes that the members of our management team and the board of directors are qualified to determine whether the merger meets the 80% asset test. Our board of directors did not seek or obtain an opinion of an outside financial advisor as to whether the 80% asset test has been met.

Subsequent to the date of the initial merger agreement and our board’s determination that the merger meets the 80% asset test, the merger consideration was reduced to 58,500,000 shares of common stock pursuant to the second amendment and macroeconomic conditions and market prices of bitcoin have been volatile. The updated merger consideration of 58,500,000 shares of common stock implies an enterprise value for GRIID of $585.0 million, 80% of which is $468.0 million and remains significantly in excess of $220.9 million.

Interests of Certain Persons in the Merger

When considering our board of directors’ recommendation that our stockholders vote in favor of the approval of the merger, our stockholders should be aware that the sponsor and certain of our directors and officers have interests in the merger that are different from, or in addition to, the interests of other stockholders generally. We estimate that the aggregate dollar amount in New GRIID that affiliates of the sponsor have at risk that depends on completion of the merger is $ . Our directors were aware of and considered these interests, among other matters, in evaluating the merger, and in recommending to stockholders that they approve the merger. Our stockholders should take these interests into account in deciding whether to approve the merger. These interests include:

•

the fact that certain of our directors and officers are principals of the sponsor;

•

the fact that the sponsor holds 7,270,000 private placement warrants to purchase 7,270,000 shares of our common stock purchased at a price of $1.00 per warrant in a private placement that closed simultaneously with the consummation of the IPO that would expire worthless if a business combination is not consummated by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter);

•

the fact that upon the consummation of the merger, the dollar value of the sponsor’s aggregate interest in the post-merger company would be approximately $ , based upon the closing price of our common stock of $ per share and the closing price of $ per IPO warrant (which we use for these purposes as a proxy for the value of the private placement warrants), in each case on the NYSE American on , , the record date, comprised of 7,270,000 private placement warrants purchased at a price of $1.00 per warrant and 6,832,500 shares of our common stock purchased for an

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aggregate price of approximately $25,000, and 250,000 warrants issuable to the sponsor upon the closing of the merger or any other initial business combination upon conversion of the $250,000 the sponsor has loaned to ADEX under a promissory note issued by the sponsor to ADEX;

•

the fact that one or more directors of ADEX will be a director of New GRIID;

•

the continued indemnification of ADEX’s current directors and officers and the continuation of ADEX’s directors’ and officers’ liability insurance after the merger;

•

the fact that the sponsor, our officers, directors and their respective affiliates will lose their entire investment in ADEX (which is estimated to be approximately , based on the closing price of the common stock on the record date as more fully described above, and will not be reimbursed for any of their out-of-pocket expenses (which are currently $ ) from any amounts held in the trust account if an initial business combination is not consummated by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter); and

•

Total Shares of New GRIID to be Issued in the Merger

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ownership of New GRIID by holders of our IPO Shares, the initial stockholders and the pre-merger GRIID equity holders will be as follows:

•

The holders of IPO Shares would own 2,467,422 shares of common stock, representing 3.6% of New GRIID’s total outstanding shares of common stock;

•

The pre-merger GRIID equity holders (including Blockchain, Endeavor and Mr. Alleyne, following the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants) would own 58,500,000 shares of common stock, representing 86.2% of New GRIID’s total outstanding shares of common stock.

The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by ADEX’s existing stockholders in New GRIID following the merger will be different. For example, if we assume that all 13,800,000 IPO warrants and 7,270,000 private placement warrants were exercisable and exercised following completion of the merger and related transactions, then the ownership of ADEX by holders of IPO Shares, the initial stockholders and the pre-merger GRIID equity holders will be as follows:

•

The holders of IPO Shares would own 16,267,422 shares of common stock, representing 18.3% of New GRIID’s total outstanding shares of common stock;

•

The pre-merger GRIID equity holders (including Blockchain, Endeavor and Mr. Alleyne, following the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants) would own 58,500,000 shares of common stock, representing 65.8% of New GRIID’s total outstanding shares of common stock.

The preceding descriptions of the ownership of ADEX’s securities are stated as of the date of filing of this proxy statement/prospectus. The preceding descriptions do not take into account any transactions that may be entered into after the date hereof, including any stockholder redemptions, issuances of warrants to GEM or to the sponsor upon conversion of borrowings under the promissory note into warrants, other than the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants upon closing. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Board of Directors of New GRIID Following the Merger

Upon the closing, assuming the election of each of the director nominees and re-nominees, the board of directors of New GRIID will consist of the following seven directors: Cristina Dolan, David L. Shrier, Sharmila Kassam, James D. Kelly III, Neal Simmons, Sundar Subramaniam, and Tom Zaccagnino. See “Proposal No. 7—The Director Election Proposal.”

Information about the current ADEX directors and executive officers can be found in the section entitled “Information About ADEX.”

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Redemption Rights

Pursuant to the current charter, we are providing holders of IPO Shares with the opportunity to have such IPO Shares redeemed at the closing of the merger at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the merger, including interest (net of taxes payable), divided by the number of then-outstanding IPO Shares, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their IPO Shares will not be reduced by the deferred underwriting commissions we will pay to the IPO underwriters. For illustrative purposes only, based on the fair value of marketable securities held in the trust account as of , , the record date, of $ , the estimated per share redemption price would have been approximately $ . Holders of IPO Shares may elect to redeem such IPO Shares even if they vote for the merger proposal and the other transaction proposals. The current charter provides that a holder of IPO Shares, acting together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of ADEX, will be restricted from exercising this redemption right with respect to more than 15% of our outstanding common stock in the aggregate without the prior consent of ADEX. There will be no redemption rights with respect to our warrants. The sponsor and our directors and officers have agreed, for no additional consideration, to waive their redemption rights with respect to their shares, including any IPO Shares they may have acquired after our IPO, in connection with the completion of the merger. Permitted transferees of the sponsor will be subject to the same obligations.

We will pay the redemption price to any holders of IPO Shares who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the special meeting and payment of the redemption price. Any request to redeem IPO Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, but only with our consent, until the closing.

If you exercise your redemption rights with respect to any IPO Shares, such IPO Shares will cease to be outstanding immediately prior to the merger and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those IPO Shares and will have no right to participate in, or have any interest in, the future growth of New GRIID following the merger, if any, with respect to such IPO Shares. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

Appraisal Rights

There are no appraisal rights in connection with any of the proposals to be voted on at the special meeting. ADEX’s warrants do not have voting rights in connection with the proposals.

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Vote Required for Approval

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the special meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote against the merger proposal. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the outcome of the vote on the merger proposal. Failure to vote by proxy or to vote in person (online) at the special meeting will have no effect on the outcome of the vote on the merger proposal.

Approval of the merger proposal is conditioned upon the approval of each of the other condition precedent proposals.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL, BUT EXPRESSES NO OPINION AS TO WHETHER STOCKHOLDERS SHOULD REDEEM THEIR IPO SHARES.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—Interests of Certain Persons in the Merger” for a further discussion.

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PROPOSAL NO. 2—THE CHARTER AMENDMENT PROPOSAL

Overview

ADEX’s stockholders are being asked to approve and adopt, assuming the other condition precedent proposals are approved and adopted, the proposed charter, which, if approved, would take effect upon the closing, which is attached to this proxy statement/prospectus as Annex D.

If the merger proposal is approved and the merger is to be consummated, ADEX will adopt the proposed charter, which will:

•

provide that the board of directors of ADEX be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

•

provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon;

•

provide for certain additional changes, including, among other things, (a) changing the post-merger company’s corporate name from “Adit EdTech Acquisition Corp.” to “GRIID Infrastructure Inc.” and (b) removing certain provisions related to ADEX’s status as a blank check company that will no longer apply upon consummation of the merger, all of which ADEX’s board of directors believes are necessary to adequately address the needs of the post-merger company.

Reasons for the Approval of the Charter Amendment Proposal

In the judgment of ADEX’s board of directors, the proposed charter is necessary to address the needs of New GRIID following the merger. In particular:

•

The proposed charter is intended to provide adequate authorized share capital to (a) accommodate the issuance of common stock in connection with the merger and pursuant to the incentive plan and the future conversion of outstanding warrants and (b) provide flexibility for future issuances of common stock and preferred stock if determined by New GRIID’s board of directors to be in the best interests of New GRIID without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

•

ADEX’s board of directors believes that the classification of the board of directors and limiting the ability of stockholders to remove directors other than for cause are in the best interest of the post-merger company because they are designed to assure the continuity and stability of New GRIID’s board of directors’ leadership and policies. A classified board and limitations on stockholders’ abilities to remove directors other than for cause ensure that at any given time a majority of the directors will have prior experience with New GRIID and, therefore, will be familiar with its business and

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operations. ADEX’s board of directors also believes that these provisions will assist New GRIID’s board of directors in protecting the interests of our stockholders in the event of an unsolicited offer to New GRIID’s board of directors by encouraging any potential acquiror to negotiate directly with New GRIID’s board of directors.

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ADEX’s board of directors believes that limiting the ability of stockholders to act by written consent or to call a special meeting is appropriate to protect New GRIID from unwarranted attempts to gain corporate control. Prohibiting stockholders from taking action by written consent and calling a special meeting can limit unwarranted attempts to gain control by restricting stockholders from approving proposals unless such proposals are properly presented at a stockholder meeting called and held in accordance with the proposed charter and amended and restated bylaws. ADEX’s board of directors also believes that prohibiting stockholder action by written consent and stockholder-called special meetings are prudent corporate governance measures to reduce the possibility that a block of stockholders could take corporate actions without the benefit of a stockholder meeting called in accordance with the proposed charter and amended and restated bylaws to consider important corporate issues.

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ADEX’s board of directors believes that a supermajority voting requirement to amend the proposed charter is appropriate to protect all stockholders of New GRIID against the potential self-interested actions by one or a few large stockholders after the merger. In reaching this conclusion, ADEX’s board of directors is cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of shares of common stock following the merger. ADEX’s board of directors further believes that a supermajority voting requirement to amend the proposed charter encourages a person seeking control of New GRIID to negotiate with New GRIID’s board of directors to reach terms that are appropriate for all stockholders.

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ADEX’s board of directors believes the proposed charter is appropriate to adequately update the current charter for the post-merger company, because it will eliminate obsolete language that will no longer be applicable following the consummation of the merger and make such other changes that are more appropriate for a public operating company.

Vote Required for Approval

Approval of the charter amendment proposal requires the affirmative vote of a majority of the outstanding shares of common stock as of the record date. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote against the charter amendment proposal. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have the same effect as a vote against the charter amendment proposal. Failure to vote by proxy or to vote in person (online) at the special meeting will have the same effect as a vote against the charter amendment proposal.

Approval of the charter amendment proposal is conditioned upon the approval of each of the other condition precedent proposals.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE CHARTER AMENDMENT PROPOSAL, BUT EXPRESSES NO OPINION AS TO WHETHER STOCKHOLDERS SHOULD REDEEM THEIR IPO SHARES.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” for a further discussion.

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PROPOSAL NO. 3—THE ADVISORY CHARTER PROPOSALS

Overview

ADEX is asking its stockholders to vote, on a non-binding advisory basis, upon proposals to approve certain governance provisions contained in the proposed charter. These proposals are being presented separately in accordance with SEC guidance and will be voted upon on an advisory basis and are not binding on ADEX or ADEX’s board of directors (separate and apart from the approval of the charter amendment proposal). In the judgment of ADEX’s board of directors, these provisions are necessary to adequately address the needs of the combined company. Furthermore, the merger is not conditioned on the separate approval of the advisory charter proposals (separate and apart from approval of the charter amendment proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the advisory charter proposals, ADEX intends that the proposal will take effect upon consummation of the merger (assuming approval of the charter amendment proposal). For additional information on the charter amendment proposals, see the section entitled “Proposal No. 2—The Charter Amendment Proposal.”

Advisory Charter Proposals

The following table sets forth a summary of the governance provisions applicable to the advisory charter proposals. This summary is qualified by reference to the complete text of the proposed charter, a copy of which is attached to this proxy statement/prospectus as Annex D. All stockholders are encouraged to read the proposed charter in its entirety for a more complete description of its terms.


Advisory Charter Proposal	Current Charter	Proposed Charter
Advisory Proposal A – Changes in Share Capital	The current charter authorizes 101,000,000 shares, consisting of 100,000,000 shares of common stock and 1,000,000 shares of preferred stock.	The proposed charter would authorize 501,000,000 shares, consisting of 500,000,000 shares of common stock and 1,000,000 shares of preferred stock.

Advisory Proposal B – Classification of the Board of Directors	The current charter provides that the board of directors is divided into two classes with only one class of directors being elected each year and each class serving two-year terms.	The proposed charter provides that the board of directors is divided into three classes with only one class of directors being elected each year and each class serving three-year terms.



Advisory Proposal C – Required Vote for the Removal of Directors	The current charter does not contain provisions regarding the stockholder vote required to remove directors.	The proposed charter will provide that directors may be removed only for cause by the affirmative vote of the holders of at least 662²⁄₃% of the outstanding common stock entitled to vote thereon.

Advisory Proposal D – Stockholder Actions	The current charter does not restrict stockholders’ ability to act by written consent or to call a special meeting.	The proposed charter will provide that any action required or permitted to be taken by the stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing and that stockholders may not call a special meeting.

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Advisory Charter Proposal	Current Charter	Proposed Charter
Advisory Proposal E – Required Vote to Amend Certain Provisions of the Proposed Charter	The current charter provides that, with limited exceptions, the current charter may be amended upon receipt of the affirmative vote of the holders of at least a majority of the outstanding common stock entitled to vote thereon.	The proposed charter will change the stockholder vote required to the affirmative vote of the holders of at least 66²⁄₃% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class, to amend the proposed charter.

Advisory Proposal F – Changes in Connection with Adoption of the Proposed Charter	The current charter contains various provisions applicable only to blank check companies.	The proposed charter will change the post-merger company’s corporate name from “Adit EdTech Acquisition Corp.” to “GRIID Infrastructure Inc.” and remove certain provisions related to ADEX’s status as a blank check company that will no longer apply upon consummation of the merger.

Reasons for the Approval of the Advisory Charter Proposals

Advisory Charter Proposal A — Changes in Share Capital

The proposed charter is intended to provide adequate authorized share capital to (a) accommodate the issuance of common stock in connection with the merger and pursuant to the incentive plan and the future conversion of outstanding warrants and (b) provide flexibility for future issuances of common stock and preferred stock if determined by New GRIID’s board of directors to be in the best interests of the New GRIID without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

Advisory Charter Proposal B — Classification of the Board of Directors

ADEX’s board of directors believes that the classification of the board of directors is in the best interest of the post-merger company because it is designed to assure the continuity and stability of New GRIID’s board of directors’ leadership and policies. A classified board ensures that at any given time a majority of the directors will have prior experience with New GRIID and, therefore, will be familiar with its business and operations. ADEX’s board of directors also believes that these provisions will assist New GRIID’s board of directors in protecting the interests of our stockholders in the event of an unsolicited offer to New GRIID’s board of directors by encouraging any potential acquiror to negotiate directly with New GRIID’s board of directors.

Advisory Charter Proposal C — Required Vote for the Removal of Directors

ADEX’s board of directors believes that limiting the ability of stockholders to remove directors other than for cause is in the best interest of the post-combination company because it is designed to assure the continuity and stability of New GRIID’s board of directors’ leadership and policies.

Advisory Charter Proposal D — Stockholder Actions

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Prohibiting stockholders from taking action by written consent and calling a special meeting can limit unwarranted attempts to gain control by restricting stockholders from approving proposals unless such proposals are properly presented at a stockholder meeting called and held in accordance with the proposed charter and amended and restated bylaws. ADEX’s board of directors also believes that prohibiting stockholder action by written consent and stockholder-called special meetings are prudent corporate governance measures to reduce the possibility that a block of stockholders could take corporate actions without the benefit of a stockholder meeting called in accordance with the proposed charter and amended and restated bylaws to consider important corporate issues.

Advisory Charter Proposal E — Required Vote to Amend Certain Provisions of the Proposed Charter

Advisory Charter Proposal F — Changes in Connection with Adoption of the Proposed Charter

Vote Required for Approval

Approval, on an advisory basis, of the advisory charter proposals, requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote against the advisory charter proposals. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the outcome of the vote on the advisory charter proposals. Failure to vote by proxy or to vote in person (online) at the special meeting will have no effect on the outcome of the vote on the advisory charter proposals.

As discussed above, the advisory charter proposals are advisory votes and therefore are not binding on ADEX or ADEX’s board of directors. Furthermore, the merger is not conditioned on the separate approval of the advisory charter proposals (separate and apart from approval of the charter amendment proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, ADEX intends that the proposed charter will take effect upon consummation of the merger (assuming approval of the charter amendment proposal).

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ADVISORY CHARTER PROPOSALS, BUT EXPRESSES NO OPINION AS TO WHETHER STOCKHOLDERS SHOULD REDEEM THEIR IPO SHARES.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” for a further discussion.

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PROPOSAL NO. 4—THE NYSE AMERICAN PROPOSAL

Overview

The trading of our securities on the NYSE was halted on February 7, 2023, and we have applied to transfer the listing of our securities from the NYSE to the NYSE American. Assuming that our securities are listed on the NYSE American, we will be required to comply with the NYSE American’s listing standards. The information contained in this proxy statement/prospectus assumes that our securities are approved for listing on NYSE American. See “Risk Factors—Risks Related to ADEX and the Merger—There can be no assurance that we will be able to transfer the listing of our securities to the NYSE American or that we will be able to comply with the continued listing standards of the NYSE, the NYSE American, or any other exchange on which our securities may be listed in the future.” for more information. For purposes of complying with the NYSE American listing standards §713(a) and (b), our stockholders are being asked to approve the issuance of an aggregate of 58,500,000 shares of common stock in the merger.

Under NYSE American listing standards §713(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock) or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under NYSE American listing standards §713(b), stockholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer.

Pursuant to the merger agreement, at the closing we would issue shares of common stock to GRIID equity holders that will exceed 20% of the voting power outstanding before such issuance. As a result, ADEX is required to obtain stockholder approval of such issuance pursuant to the NYSE American listing standards §713(a). In addition, the issuance of the shares of common stock to GRIID equity holders could be deemed to result in a change of control of ADEX. As a result, ADEX is required to obtain stockholder approval of such issuances pursuant to the NYSE American listing standards §713(b).

Vote Required for Approval

Approval of the NYSE American proposal requires the affirmative vote of a majority of the outstanding shares of common stock as of the record date that are present, in person (online) or by proxy, and entitled to vote at the special meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast and will have the same effect as a vote against the NYSE American proposal. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the outcome of the vote on the NYSE American proposal. Failure to vote by proxy or to vote in person (online) at the special meeting will have no effect on the outcome of the vote on the NYSE American proposal.

Approval of the NYSE American proposal is conditioned upon the approval of each of the other condition precedent proposals.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE NYSE AMERICAN PROPOSAL, BUT EXPRESSES NO OPINION AS TO WHETHER STOCKHOLDERS SHOULD REDEEM THEIR IPO SHARES.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” for a further discussion.

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PROPOSAL NO. 5—THE NTA PROPOSAL

Overview

ADEX is asking its stockholders to approve and adopt, assuming the condition precedent proposals are approved and adopted, an amendment to the current charter in the form attached to this proxy statement/prospectus as Annex G to remove from the current charter prior to the closing (i) the limitation on ADEX’s ability to redeem or repurchase IPO Shares in connection with the consummation of an initial business combination to the extent such redemption would result in ADEX’s failure to have NTA in excess of $5 million after payment of the deferred underwriting commission, and (ii) the limitation that ADEX shall consummate an initial business combination following stockholder approval thereof only if the redemption limitation is not exceeded. The NTA proposal is conditioned upon the approval of the condition precedent proposals. Therefore, if the condition precedent proposals are not approved, then the NTA proposal will have no effect, even if approved by ADEX stockholders.

If the NTA proposal is approved, the current charter will be amended in accordance with the NTA proposal and the form of amendment attached to this proxy statement/prospectus as Annex G, effective immediately following the conclusion of the special meeting and prior to the closing. Specifically, Article V, Sections 5.4 and 5.5 of the current charter are proposed to be amended and restated in their entirety to read as follows:

“Section 5.4. Vote Required for Stockholder Approval. If the Corporation engages in a Proxy Solicitation in connection with any proposed initial Business Combination, the Corporation will consummate such initial Business Combination only if a majority of the then outstanding shares of Common Stock present and entitled to vote at the meeting to approve the initial Business Combination are voted for the approval of such initial Business Combination.

Section 5.5. Redemption Rights in an Approved Initial Business Combination. In the event that an initial Business Combination is approved in accordance with the above Section 5.4 and is consummated by the Corporation, any holder of shares of Common Stock sold in the IPO (the “IPO Shares”) may demand that the Corporation convert such holder’s IPO Shares into cash. If so demanded, the Corporation shall, promptly after consummation of the initial Business Combination, convert such shares into cash at a per share price equal to the quotient determined by dividing (a) the amount then held in the Trust Account (defined below) including any interest earned on the funds held in the Trust Account not previously released to the Corporation and net of taxes payable, calculated as of two business days prior to the consummation of the initial Business Combination, by (b) the total number of IPO Shares then outstanding (such price being referred to as the “Conversion Price”). “Trust Account” shall mean the trust account established by the Corporation at the consummation of its IPO and into which a certain amount of the net proceeds of the IPO and simultaneous private placement is deposited, all as described in the Registration Statement. The Corporation may require any holder of IPO Shares who demands that the Corporation convert such IPO Shares into cash to either tender such holder’s certificates to the Corporation’s transfer agent at any time prior to the vote taken at the stockholder meeting relating to such initial Business Combination or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System at any time prior to the vote taken at the stockholder meeting relating to such initial Business Combination, with the exact timing of the delivery of the IPO Shares to be set forth in the proxy materials relating to such initial Business Combination. If the Corporation offers to redeem the IPO Shares in conjunction with a stockholder vote on an initial Business Combination pursuant to a Proxy Solicitation, a holder of IPO Shares, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking the redemption rights set forth in this Section 5.5 with respect to more than an aggregate of 15% of the IPO Shares without the prior consent of the Corporation.”

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Rule 419 Blank Check Companies and “Penny Stock” issuers

As disclosed in ADEX’s IPO prospectus, because the net proceeds of the IPO shares were to be used to complete an initial business combination with a target business that had not been selected at the time of the IPO, ADEX may be deemed to be a “blank check company.” Under Rule 419 of the Securities Act, the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions, including one which requires the issuer to have at least $5,000,001 of net tangible assets, as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (the “NTA Rule”). Historically, SPACs have relied upon the NTA Rule to avoid being deemed penny stock issuers. Like many SPACs, ADEX included provisions in its current charter requiring it to maintain in excess of $5 million in NTA in connection with certain redemption events, in order to ensure that through the consummation of its initial business combination, ADEX would not be considered a penny stock issuer (and therefore not a blank check company) if no other exclusion from the definition of a “penny stock” was available.

Reliance on Rule 3a51-1(a)

Rule 3a51-1(a) (the “Exchange Rule”) excludes from the definition of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities exchange that satisfies certain enumerated conditions. ADEX’s securities are listed on the NYSE and have been so listed since the consummation of the IPO. ADEX believes that the NYSE (and the NYSE American, if ADEX transfers its listing to such exchange) meets the criteria identified in the rule and that it can therefore rely on the NYSE listing standards and rules (and those of NYSE American, if ADEX transfers its listing to such exchange) to avoid its common stock being treated as a penny stock. Therefore, ADEX believes that the redemption limitation provisions in its current charter are unnecessary, so long as ADEX meets the requirements of the NYSE or the NYSE American listing standards and rules, or those of another national securities exchange, to the extent applicable.

Reasons for the Approval of the NTA Proposal

In the judgment of ADEX’s board of directors, the NTA proposal is necessary to facilitate the consummation of the merger if ADEX’s NTA would be below $5,000,001 immediately prior to the closing and New GRIID’s NTA would be below $5,000,001 immediately following the closing. The current charter limits ADEX’s ability to consummate an initial business combination, such as the merger, or to redeem IPO Shares in connection with an initial business combination, such as the merger, if doing so would cause ADEX to have less than $5,000,001 in NTA. The purpose of such limitation was initially to ensure that ADEX’s common stock would not be deemed a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because ADEX believes the ADEX IPO Shares and New GRIID common stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, ADEX is presenting the NTA proposal to facilitate the consummation of the merger. If the NTA proposal is approved, the current charter will be amended in accordance with the NTA proposal, effective immediately following the conclusion of the special meeting and prior to the closing. If the NTA proposal is approved, the parties also intend to amend the merger agreement prior to closing to remove the condition that ADEX have at least $5,000,001 of NTA remaining after ADEX’s stockholders have exercised their right to redeem their shares in connection with the closing. If the NTA proposal is not approved and there are significant requests for redemption such that ADEX’s net tangible assets would be less than $5,000,001 immediately prior to and upon the consummation of the merger, the current charter would prevent ADEX from being able to consummate the merger even if all other conditions to closing are met. If the merger is consummated, then the current charter, as amended by the NTA proposal, will be replaced in its entirety by the proposed charter upon the closing of the merger and all of the references in this proxy statement/prospectus to the current charter shall be deemed to mean the current charter as amended by this NTA proposal.

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Vote Required for Approval

Approval of the NTA proposal requires the affirmative vote of a majority of the outstanding shares of common stock as of the record date. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote against the NTA proposal. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have the same effect as a vote against the NTA proposal. Failure to vote by proxy or to vote in person (online) at the special meeting will have the same effect as a vote against the NTA proposal.

Approval of the NTA proposal is conditioned upon the approval of each of the condition precedent proposals.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE NTA PROPOSAL, BUT EXPRESSES NO OPINION AS TO WHETHER STOCKHOLDERS SHOULD REDEEM THEIR IPO SHARES.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” for a further discussion.

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PROPOSAL NO. 6—THE INCENTIVE PLAN PROPOSAL

Overview

ADEX’s stockholders are also being asked to approve and adopt the incentive plan. A total of % of the outstanding shares of common stock of ADEX will be reserved for issuance under the incentive plan. Prior to the special meeting, ADEX’s board of directors expects to have approved the incentive plan, subject to stockholder approval at the special meeting. The proposed incentive plan is described in more detail below. The form of the incentive plan is attached to this proxy statement/prospectus as Annex E. If approved by ADEX’s board of directors and stockholders, the incentive plan will be administered by the compensation committee of New GRIID’s board of directors or by a committee that the compensation committee of New GRIID’s board of directors designates for this purpose (referred to below as the plan administrator), which will have the authority to make awards under the incentive plan and determine the terms and conditions of those awards.

ADEX’s board of directors believes that approving the incentive plan is in the best interests of ADEX. Once approved by ADEX’s board of directors, the incentive plan will promote ownership in New GRIID by New GRIID’s employees, directors and consultants, and will align incentives between these service providers and stockholders by permitting these service providers to receive compensation in the form of awards denominated in, or based on the value of, New GRIID’s common stock. Therefore, ADEX’s board of directors recommends that its stockholders approve the incentive plan.

The description of the incentive plan is qualified in its entirety by reference to the complete text of the incentive plan, which is attached to this proxy statement/prospectus as Annex E. ADEX’s board of directors is still in the process of developing, approving and implementing the incentive plan and, accordingly, there can be no assurance that the incentive plan will be implemented or will contain the terms described below. ADEX’s stockholders are being asked to approve the incentive plan as described, and as attached to this proxy statement/prospectus as Annex E. If the stockholders approve this proposal, after the closing, New GRIID intends to file, pursuant to the Securities Act, a registration statement on Form S-8 to register the shares available for delivery under the incentive plan.

Background and Purpose of the Proposal

The incentive plan, if implemented, will be a broad-based plan under which ADEX may grant awards to all employees, including officers of ADEX and its subsidiaries, non-employee members of ADEX’s board of directors and other service providers. ADEX’s board of directors believes that approval of the incentive plan will give New GRIID the flexibility to make stock-based grants and other awards permitted under the incentive plan over the next ten years in amounts determined appropriate by ADEX’s board of directors; however, this timeline is simply an estimate and future circumstances may require a change to expected equity grant practices. These circumstances include, but are not limited to, the future price of the common stock, award levels and hiring activity over the next few years.

The ability to grant equity-based compensation awards is critical to attracting and retaining highly qualified individuals. ADEX’s board of directors believes that it is in the best interest of the stockholders for those individuals to have an ownership interest in New GRIID in recognition of their present and potential contributions and to align their interests with those of the future stockholders.

Summary of the Incentive Plan

Eligibility

Employees and consultants of New GRIID (also referred to herein as the “Company”) and its affiliates are eligible to receive awards under the incentive plan, including all of our executive officers and all other current

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and future employees and consultants. Non-employee directors (currently 6) are also eligible to receive awards under the incentive plan. Incentive stock options (“ISOs”), however, may only be granted to employees of the Company and its corporate subsidiaries.

Administration

We will bear all expenses of the incentive plan and our compensation committee will administer the plan. The compensation committee has the authority to grant awards to such eligible persons and upon such terms and conditions (not inconsistent with the provisions of the incentive plan) as it may consider appropriate. Among the compensation committee’s powers is the authority to (i) determine the form, amount and other terms and conditions of awards; (ii) clarify, construe or resolve any ambiguity in any provision of the incentive plan or any award agreement; (iii) amend the terms of outstanding awards, subject to the grantee’s consent in certain cases and the incentive plan’s prohibitions against repricing of awards without stockholder approval; and (iv) adopt such rules, forms, instruments and guidelines for administering the incentive plan as the compensation committee deems necessary or proper. The compensation committee may delegate any or all of its administrative authority to one or more of our officers, except with respect to awards to non-employee directors and executive officers, including executive officers who are subject to Section 16 of the Exchange Act. Based on service, performance and/or other factors or criteria, the compensation committee may, after the grant of an award, accelerate the vesting of all or any part of the award. Notwithstanding the foregoing, any exercise of discretion regarding awards for non-employee directors must be approved by our board of directors.

Share Counting Provisions

Shares of common stock covered by an award shall only be counted as used to the extent actually used. A share of common stock issued in connection with an award under the incentive plan shall reduce the total number of shares of common stock available for issuance under the incentive plan by one; provided, however, that, upon settlement of a stock appreciation right (“SAR”), the total number of shares available for issuance under the incentive plan shall be reduced by the gross number of shares underlying the portion of the SAR that is exercised. If any award under the incentive plan terminates without the delivery of shares of common stock, whether by lapse, forfeiture, cancellation or otherwise, the shares of common stock subject to such award, to the extent of any such termination, shall again be available for grant under the incentive plan. Notwithstanding the foregoing, upon the exercise of any such award granted in tandem with any other awards, such related awards shall be cancelled to the extent of the number of shares of common stock as to which the award is exercised, and such number of shares shall no longer be available for awards under the incentive plan. If any shares subject to an award granted under the incentive plan are withheld or applied as payment in connection with the exercise of such award or the withholding or payment of taxes related thereto or separately surrendered by the participant for any such purpose, such returned shares of common stock will be treated as having been delivered for purposes of determining the maximum number of shares remaining available for grant under the incentive plan and shall not again be treated as available for grant under the incentive plan. The number of shares available for issuance under the incentive plan may not be increased through the purchase of shares on the open market with the proceeds obtained from the exercise of any options or purchase rights granted under the incentive plan. Notwithstanding the foregoing, however, in the case of any substitute award granted in assumption of or in substitution for an equity award issued by an acquired entity, shares delivered or deliverable in connection with such substitute award shall not be counted against the number of shares reserved under the incentive plan (to the extent permitted by applicable stock exchange rules), and available shares of stock under a stockholder-approved plan of an acquired entity (as appropriately adjusted to reflect the transaction) also may be used for awards under the incentive plan, and shall not reduce the number of shares otherwise available under the incentive plan (subject to applicable stock exchange requirements).

If a dividend or other distribution (whether in cash, shares or other property) (excluding ordinary dividends or distributions), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination

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involving us or the repurchase or exchange of shares of our common stock or other securities, or other rights to purchase shares of our securities or other similar transaction or event, affects our shares of common stock such that the compensation committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) provided to grantees under the incentive plan, the compensation committee shall make an equitable change or adjustment as it deems appropriate in the number and kind of securities that may be issued pursuant to awards under the incentive plan, the per individual limits on the awards that can be granted in any calendar year and any outstanding awards and the related exercise prices (as defined below) relating to any such awards, if any.

Share Limits

Under the terms of the incentive plan, the maximum number of shares of common stock reserved for delivery in settlement of awards shall be an aggregate of shares of our common stock. The total number of shares of common stock that may be delivered pursuant to the exercise of ISOs granted under the incentive plan may not exceed shares.

Generally, no grantee (other than a non-employee director) may be granted in a single calendar year awards under the incentive plan denoted in shares with respect to more than shares (twice that limit for awards granted in the year in which the grantee (other than a non-employee director) first commences employment or service). The maximum potential value of awards under the incentive plan denoted in dollars that may be granted in a single calendar year to any grantee (other than a non-employee director) may not exceed $ (twice that limit for awards granted to a grantee (other than a non-employee director) in the year in which the grantee first commences employment or service). A non-employee director may not be granted awards under the incentive plan in a single calendar year that, taken together with any cash fees paid for the director’s service as a director during the year, exceeds $ in total value (calculating the value of such awards based on the grant date fair value for financial accounting purposes.

Types of Awards

The incentive plan permits the grant of any or all of the following types of awards to grantees: (i) stock options, including non-qualified options and ISOs; (ii) SARs; (iii) restricted stock; (iv) deferred stock and restricted stock units; (v) performance units and performance shares; (vi) dividend equivalents; and (vii) other stock-based awards.

Generally, awards under the incentive plan are granted for no consideration other than prior and/or future services. Awards granted under the incentive plan may, in the discretion of the compensation committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the incentive plan or any other plan of ours; provided, however, that if a SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term, and the exercise price of the SAR may not be less than the exercise price of the related ISO. The material terms of each award will be set forth in a written or electronic award agreement between the grantee and the Company. The agreements will specify when the award may become vested, exercisable or payable. No right or interest of a participant in any award will be subject to any lien, obligation or liability of the participant. The laws of the State of Delaware govern the incentive plan. The incentive plan is unfunded, and we will not segregate any assets for grants of awards under the incentive plan. The incentive plan is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Other than awards excluded from the minimum vesting requirement as set forth herein, no award may be granted under the incentive plan that will be eligible to vest earlier than 12 months after the date of grant and/or have a performance period of less than 12 months. Notwithstanding the foregoing, awards that result in the issuance of an aggregate of up to 5% of the shares of our common stock available under the incentive plan may be granted without regard to such minimum vesting requirements. The foregoing restrictions do not limit the compensation committee’s authority to accelerate, or provide for the acceleration of, the vesting of all or any part of any award granted under the incentive plan.

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Stock Options and SARs

The compensation committee is authorized to grant SARs and stock options (including ISOs, except that an ISO may only be granted to an employee of ours or one of our parent or subsidiary corporations). A stock option allows a grantee to purchase a specified number of our shares at a predetermined price per share (the “Option Exercise Price”) during a fixed period measured from the date of grant. A SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share (the “SAR Exercise Price”). The Option Exercise Price or SAR Exercise Price will be determined by the compensation committee and set forth in the award agreement, but neither may be less than the fair market value of a share on the grant date (110 percent of the fair market value in case of certain ISOs or SARs granted in tandem with certain ISOs).

The term of each option or SAR is determined by the compensation committee and set forth in the award agreement, except that the term may not exceed ten years (five years in case of certain ISOs or SARs granted in tandem with certain ISOs). Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), or, with the approval of the compensation committee, by delivering shares of common stock previously owned by the grantee, by the withholding of shares of common stock to be acquired upon the exercise of such option or by delivering restricted shares of common stock. The compensation committee may also permit a grantee to pay the Option Exercise Price through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price to us. In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which an ISO may become exercisable for the first time during any calendar year cannot exceed $100,000; and if this limitation is exceeded, the ISOs which cause the limitation to be exceeded will be treated as nonqualified options. No participant may be granted SARs in tandem with ISOs, which are first exercisable in any calendar year for shares of Company stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000.

Restricted Shares

The compensation committee may award restricted shares consisting of shares of common stock which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the compensation committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both. Unless the award agreement eliminates such rights, a grantee receiving restricted shares will have the right to vote the restricted shares and to receive any dividends payable on such restricted shares if and at the time the restricted shares vest (such dividends to either be deemed reinvested into additional restricted shares subject to the same terms as the restricted shares to which such dividends relate or accumulated and paid in cash when the restricted shares vest). Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the award agreement.

Restricted Stock Units and Deferred Stock

The compensation committee may also grant restricted stock unit awards and/or deferred stock awards. A deferred stock award is the grant of a right to receive a specified number of our shares of common stock at the end of specified deferral periods or upon the occurrence of a specified event. A restricted stock unit award is the grant of a right to receive a specified number of our shares of common stock upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award.

Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership. Unless the agreement eliminates such rights, however, a grantee receiving restricted stock units or

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deferred stock will receive dividend equivalents with respect to restricted stock units or deferred stock, and such dividend equivalents will either be deemed to be reinvested in additional shares of restricted stock units or deferred stock subject to the same terms as the shares of restricted stock or deferred stock to which such dividend equivalents relate or accumulated and paid in cash only if the related restricted stock units or deferred stock becomes vested and payable.

Performance Units

The compensation committee may grant performance units, which entitle a grantee to cash or shares of common stock conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the compensation committee and reflected in the award agreement. The compensation committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Performance Shares

The compensation committee may grant performance shares, which entitle a grantee to a certain number of shares of common stock, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the compensation committee and reflected in the award agreement. The compensation committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Dividend Equivalents

The compensation committee is authorized to grant, either alone or in conjunction with any award other than stock options or SARs, dividend equivalents, which provide a grantee the right to receive payment equal to the dividends paid on a specified number of our shares. Dividend equivalents may be paid directly to grantees upon vesting or may be deferred for later delivery under the incentive plan. If deferred, such dividend equivalents may be credited with interest or may be deemed to be invested in our shares, other awards or in other property. No dividend equivalents may be granted in conjunction with any grant of stock options or SARs.

Other Stock-Based Awards

In order to enable us to respond to material developments in the area of taxes and other legislation and regulations and interpretations thereof, and to trends in executive compensation practices, the incentive plan also authorizes the compensation committee to grant awards that are valued in whole or in part by reference to or otherwise based on shares of our common stock. The compensation committee determines the terms and conditions of such awards, including consideration paid for awards granted as share purchase rights and whether awards are paid in shares or cash.

Performance-Based Awards

The compensation committee may require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria, as a condition to awards being granted or becoming exercisable or payable under the incentive plan, or as a condition to accelerating the timing of such events. Any applicable performance measure may be applied on a pre- or post-tax basis. An award that is intended to become exercisable, vested or payable on the achievement of performance conditions means that the award will not become exercisable, vested or payable solely on mere continued employment or service. However, such an award, in addition to performance conditions, may be subject to continued employment or service by the participant. Notwithstanding the foregoing, the vesting, exercise or payment of an award (other than a performance-based award) can be conditioned on mere continued employment or service.

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Settlement of Awards

Awards generally may be settled in cash, shares of our common stock, other awards or other property, in the discretion of the compensation committee to the extent permitted by the terms of the incentive plan.

Change of Control

If there is a merger or consolidation of the Company with or into another corporation or a sale of substantially all of our shares or assets (a “Corporate Transaction”) that results in a Change in Control (as defined in the incentive plan), and the outstanding awards are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the compensation committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the compensation committee accelerates the vesting of any such awards) and, with respect to any vested and nonforfeitable awards, the compensation committee shall either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction and/or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the fair market value of our shares and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee. If any other award is not vested immediately prior to the consummation of the Corporate Transaction, such award will be cancelled without any payment to the grantee. Additionally, outstanding time-based awards that are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall vest and become non-forfeitable upon a Change in Control; outstanding time-based awards that are assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall vest and become non-forfeitable upon the grantee’s retirement, death, disability, or termination without cause or for “good reason” (as defined in the incentive plan), in each case within two years after the Change in Control. Outstanding performance-based awards that are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall be prorated and vest at target; outstanding performance-based awards that are assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall be converted into time-based awards at target and will become vested and non-forfeitable upon the grantee’s retirement, death, disability, or termination without cause or for “good reason”, in each case within two years after the Change in Control. The foregoing actions are subject to compliance with Section 409A of the Code.

Amendment and Termination of the Incentive Plan

The incentive plan may be amended, suspended or terminated by our board of directors without further stockholder approval, unless such stockholder approval of any such amendment is required by law or regulation or under the rules of any stock exchange or automated quotation system on which our shares of common stock are then listed or quoted. An amendment will be contingent on approval of our stockholders if stockholder approval is required by applicable law or stock exchange listing standards, for example, any amendment to the incentive plan or any agreement that would (a) permit a repricing or decrease in the exercise price of any outstanding awards, (b) modify the requirements as to eligibility for participation in the incentive plan, or (c) increase the aggregate number of shares of common stock that may be issued under the incentive plan. In addition, subject to the terms of the incentive plan, no amendment or termination of the incentive plan may materially and adversely affect the right of a grantee under any outstanding award granted under the incentive plan without the participant’s consent.

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Unless earlier terminated by our board of directors, the incentive plan will terminate when no shares of common stock remain reserved and available for issuance and no other awards remain outstanding or, if earlier, on the tenth anniversary of the adoption of the incentive plan by our board of directors.

Stockholder Rights

No grantee shall have any rights as a shareholder of New GRIID until such award is settled by the issuance of common stock, other than awards for which certain voting and dividend rights or dividend equivalents may be granted.

Transferability

Generally, an award is non-transferable except by will or the laws of descent and distribution, and during the lifetime of the grantee to whom the award is granted, the award may only be exercised by, or payable to, the grantee. However, the compensation committee may provide that awards other than ISOs or a corresponding SAR that is related to an ISO may be transferred by a grantee to any permitted transferee (as defined in the incentive plan). Any such transfer will be permitted only if (i) the grantee does not receive any consideration for the transfer, (ii) the compensation committee expressly approves the transfer and (iii) the transfer is on such terms and conditions as are appropriate for the permitted transferee. The holder of the transferred award will be bound by the same terms and conditions that governed the award during the period that it was held by the grantee, except that such transferee may only transfer the award by will or the laws of descent and distribution.

No Repricing

Notwithstanding any other provision of the incentive plan, no option or SAR may be amended to reduce the exercise or grant price nor cancelled in exchange for other options or SARs with a lower exercise or grant price or shares or cash, without stockholder approval.

Compliance with Applicable Law

No award shall be exercisable, vested or payable except in compliance with all applicable federal and state laws and regulations (including, without limitation, tax and securities laws), any listing agreement with any stock exchange to which our Company is a party, and the rules of all domestic stock exchanges on which New GRIID’s shares may be listed.

No Employment Rights

Awards do not confer upon any individual any right to continue in the employ or service of New GRIID or any affiliate or subsidiary.

Recoupment of Awards

The incentive plan provides that awards granted under the incentive plan are subject to any recoupment policy that we may have in place or any obligation that we may have regarding the clawback of “incentive-based compensation” under the Exchange Act or under any applicable rules and regulations promulgated by the SEC or other applicable law or the primary stock exchange on which our shares are listed.

Miscellaneous

Each grantee in the incentive plan remains subject to the securities trading policies adopted by our Company from time to time with respect to the exercise of options or SARs or the sale of shares of Company stock acquired pursuant to awards granted under the incentive plan. A grantee shall forfeit any and all rights under an

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award upon notice of termination by the Company or any affiliate for “Cause” as such term is defined in the incentive plan. Award agreements shall contain such other terms and conditions as the compensation committee may determine in its sole discretion (to the extent not inconsistent the incentive plan).

New Plan Benefits

The benefits that will be awarded or paid under the incentive plan are currently not determinable. The awards granted under the incentive plan will depend on the plan administrator’s actions and the fair market value of shares at various future dates and the plan administrator has not determined future awards or who might receive them. As a result, it is not possible to determine the benefits that executive officers and other employees and non-employee directors and consultants will receive if the incentive plan is approved by the stockholders.

Federal Income Tax Consequences

The following is a brief summary of certain of the U.S. federal income tax consequences of certain transactions under the incentive plan based on the law in effect as of the date of this proxy statement/prospectus. This summary, which is presented for the information of stockholders considering how to vote on this proposal, is not intended to be exhaustive. It does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes) or foreign, state, or local tax consequences. Nor does it describe tax consequences based on particular circumstances. Each grantee in the incentive plan should refer to the text of the plan set forth in Annex E and consult with his or her own tax advisor as to specific questions relating to tax consequences of participation in the plan.

Nonqualified Stock Options. The grant of a nonqualified stock option will not be a taxable event. The optionee generally will recognize ordinary income upon exercise of the option, in an amount equal to the excess of the fair market value of the shares received at the time of exercise (including option shares withheld by us to satisfy tax withholding obligations) over the exercise price of the option, and generally the Company will be allowed a deduction in this amount, subject to any limitations under Section 162(m) of the Code of 1986 or any other tax rule. Upon disposition of the shares received upon exercise, the optionee will recognize long-term or short-term capital gain or loss, depending upon the length of time he or she held such shares. The amount of long-term or short-term capital gain or loss recognized by the optionee upon disposition of the shares will be an amount equal to the difference between the amount realized on the disposition and the optionee’s basis in the shares (which basis is ordinarily the fair market value of the shares on the date the option was exercised).

ISOs. Generally, neither the grant nor the exercise of an ISO will be a taxable event for regular tax purposes, except that the alternative minimum tax may apply to the exercise. The optionee will recognize long-term capital gain or loss on a disposition of shares acquired upon exercise of the option provided the optionee does not dispose of such shares within two years from the date the option was granted or within one year after the shares were transferred to the optionee. For purposes of determining such gain or loss, the optionee’s basis in such shares will, in general, be the exercise price of such option. If the optionee satisfies both of the holding periods described above, then New GRIID will not be allowed a deduction by reason of the exercise of the option. If the optionee disposes of the shares acquired upon exercise before satisfying both of the holding period requirements discussed above (a “disqualifying disposition”), his or her gain recognized on the disqualifying disposition will be taxed as ordinary income to the extent of the difference between the fair market value of the shares on the date of exercise (or, if less, the amount realized upon the disposition of the shares) and the exercise price of such option, and New GRIID will generally be entitled to a deduction in this amount, subject to any limitations under Section 162(m) of the Code or any other tax rule. The gain (if any) in excess of the amount recognized as ordinary income on a disqualifying disposition will be taxed as a long-term or short-term capital gain, depending upon the length of time the recipient held the shares.

SARs. The grant of a SAR will not be taxable to the recipient. The recipient of a SAR generally will recognize ordinary income upon exercise of the SAR, in an amount equal to the excess of the fair market value of the

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exercised shares at the time of exercise (including shares withheld by us to satisfy tax withholding obligations) over the exercise or base price of the SAR, and generally the Company will be allowed a deduction in this amount, subject to any limitations under Section 162(m) of the Code or any other tax rule. Upon disposition of any shares received upon exercise, the recipient will recognize long-term or short-term capital gain or loss, depending upon the length of time he or she held such shares. The amount of long-term or short-term capital gain or loss recognized by the recipient upon disposition of the shares will be an amount equal to the difference between the amount realized on the disposition and the recipient’s basis in the shares (which basis is ordinarily the fair market value of the shares on the date the SAR was exercised).

Restricted Shares. The grant of restricted stock will not be a taxable event until the award vests, unless the participant timely files an election under Section 83(b) of the Code to be taxed at the time of grant. If the recipient makes such an election, he or she will recognize ordinary income equal to the fair market value of the shares at the time of purchase or grant less the amount paid for such shares (if any). Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss, and any dividends paid after the date of grant will be taxed as dividend income. If the recipient does not make an 83(b) election, the recipient will, upon vesting, recognize ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if any), and any dividends that accrue and become vested similarly will be taxed as ordinary wage income. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. The Company will generally be allowed a deduction for the compensation income recognized by the recipient, subject to any limitations under Section 162(m) or any other tax rule.

Restricted Stock Units, Deferred Stock, Performance Units and Performance Shares. The grant of an award of restricted stock units (including deferred stock, performance shares, and/or performance units) will not be a taxable event. The recipient of the award generally will recognize ordinary compensation income in an amount equal to the fair market value of the shares of common stock received (or the amount of any cash payment made in lieu of shares or upon the vesting and payment of any dividend equivalents), and generally the Company will be entitled to a deduction in this amount, subject to any limitations under Section 162(m) of the Code or any other tax rule. A recipient’s basis for determining gain or loss on a subsequent disposition of these shares of common stock will be the amount the recipient must include in income with respect to the shares. Any gain or loss recognized on a disposition of the shares of common stock generally will be short-term or long-term capital gain or loss, depending on the length of time the recipient holds the shares. A recipient who makes a proper election to defer the settlement of restricted stock units will not recognize income with respect to the restricted stock units, and the Company will not be entitled to a corresponding deduction, until the end of the deferral period. At the end of the deferral period, the recipient will recognize ordinary compensation income, and the Company will be entitled to a corresponding deduction, subject to any limitations under Section 162(m) of the Code or any other tax rule, equal to the fair market value of the shares of common stock issued at that time (or the amount of any cash payment made in lieu of shares or upon the vesting and payment of any dividend equivalents).

Other Stock-Based Awards. In the case of an award of dividend equivalent rights or other stock-based, the recipient will generally recognize ordinary income in an amount equal to the fair market value of any shares received on the date of payment or delivery, provided that the award is exempt from or complies with Section 409A of the Code.

Consequences of Failing to Approve the Proposal

The incentive plan will not be implemented unless approved by the stockholders. If the incentive plan is not approved by the stockholders, the incentive plan will not be adopted and no awards will be granted thereunder. Instead, New GRIID may elect to provide compensation through other means, such as cash-settled awards or other cash compensation, to assure that New GRIID and its subsidiaries can attract and retain qualified personnel.

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Vote Required for Approval

Approval of the incentive plan proposal requires the affirmative vote of a majority of the outstanding shares of common stock as of the record date that are present, in person (online) or by proxy, and entitled to vote at the special meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast and will have the same effect as a vote against the incentive plan proposal. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the outcome of the vote on the incentive plan proposal. Failure to vote by proxy or to vote in person (online) at the special meeting will have no effect on the outcome of the vote on the incentive plan proposal.

Approval of the incentive plan proposal is conditioned upon the approval of each of the condition precedent proposals.

Recommendation of the Board of Directors

ADEX’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ADEX’S STOCKHOLDERS VOTE “FOR” APPROVAL OF THE INCENTIVE PLAN PROPOSAL, BUT EXPRESSES NO OPINION AS TO WHETHER STOCKHOLDERS SHOULD REDEEM THEIR IPO SHARES.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” for a further discussion.

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PROPOSAL NO. 7—DIRECTOR ELECTION PROPOSAL

Overview

Our board of directors has (i) re-nominated our current directors David L. Shrier and Sharmila Kassam; and (ii) nominated James D. Kelly III, Neal Simmons, Sundar Subramaniam, Tom Zaccagnino and Cristina Dolan, to serve terms as Class I, Class II, and Class III directors on our board of directors until the 2024, 2025, and 2026 annual meetings of stockholders, respectively, or until such directors’ successors are duly elected and qualified, or until their earlier death, disqualification, resignation or removal. Each of the re-nominated and nominated individuals meet the director qualification and eligibility criteria of the Nominating and Corporate Governance Committee of the board of directors of ADEX. Holders of ADEX common stock are being asked to re-elect current directors of ADEX David L. Shrier and Sharmila Kassam and to elect James D. Kelly III, Neal Simmons, Sundar Subramaniam, Tom Zaccagnino, and Cristina Dolan to our board of directors.

For more information on the experience of each of the director nominees, please see the section entitled “Management After the Merger” elsewhere in this proxy statement/prospectus.

New Nominees for Election to the Board of Directors

James D. Kelly III, Neal Simmons, Sundar Subramaniam, Tom Zaccagnino, and Cristina Dolan.

Directors Nominated to Continue in Office

David L. Shrier and Sharmila Kassam.

Interests of ADEX’s Directors and Officers in the Director Election Proposal

When you consider the recommendation of the board of directors of ADEX in favor of approval of the director election proposal, you should keep in mind that certain of ADEX’s directors may have interests that are different from, or in addition to, your interests as a stockholder or warrantholder, including, among other things, the existence of financial and personal interests. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” for further discussion.

Vote Required for Approval

The election of each of the director nominees pursuant to the director election proposal requires the affirmative vote of a plurality of the votes cast at the special meeting. Abstentions, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of the vote on the director election proposal. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the outcome of the vote on the director election proposal. Failure to vote by proxy or to vote in person (online) at the special meeting will have no effect on the outcome of the vote on the director election proposal.

The director election proposal is conditioned upon the approval of each of the condition precedent proposals.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES, BUT EXPRESSES NO OPINION AS TO WHETHER STOCKHOLDERS SHOULD REDEEM THEIR IPO SHARES.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” for a further discussion.

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PROPOSAL NO. 8—THE ADJOURNMENT PROPOSAL

Overview

Our stockholders are being asked to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals at the special meeting.

If the adjournment proposal is not approved by ADEX’s stockholders, the board of directors may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes to approve any of the proposals at the special meeting. In such event, the merger would not be completed. If we do not complete the merger and fail to complete an initial business combination before the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), unless ADEX submits and its stockholders approve an extension of such date, we will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to the stockholders.

Vote Required for Approval

The approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of common stock as of the record date that are present, in person (online) or by proxy, and entitled to vote at the meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast and will have the same effect as a vote against the adjournment proposal. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the outcome of the vote on the adjournment proposal. Failure to vote by proxy or to vote in person (online) at the special meeting will have no effect on the outcome of the vote on the adjournment proposal.

The adjournment proposal is not conditioned upon the approval of any other proposal.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL, BUT EXPRESSES NO OPINION AS TO WHETHER STOCKHOLDERS SHOULD REDEEM THEIR IPO SHARES.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” for a further discussion.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial information is provided to you to aid in your analysis of the financial aspects of the merger as described in the merger agreement and elsewhere in this proxy statement/prospectus. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The following unaudited pro forma condensed combined balance sheet of GRIID at September 30, 2022 and the unaudited pro forma condensed combined statements of operations of GRIID for the periods ended September 30, 2022 and December 31, 2021 present the combination of the financial information of ADEX and GRIID and its subsidiaries after giving effect to the merger and related adjustments described in the accompanying notes. See the accompanying notes to the unaudited condensed combined pro forma financial information for a discussion of assumptions made.

The unaudited pro forma condensed combined statements of operations are for the nine months ended September 30, 2022 and the year ended December 31, 2021 for GRIID and the nine months ended September 30, 2022 and the year ended December 31, 2021 for ADEX. Such financial statements give pro forma effect to the merger and related adjustments described in the accompanying notes (the “Pro Forma Transactions”) as if they had occurred on January 1, 2021. The unaudited pro forma condensed combined balance sheet at September 30, 2022 gives effect to the Pro Forma Transactions as if they were completed on September 30, 2022.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

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the accompanying notes to the unaudited pro forma condensed combined financial statements;

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ADEX’s audited consolidated financial statements as of and for the year ended December 31, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus;

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ADEX’s unaudited interim consolidated financial statements as of and for the nine months ended September 30, 2022 and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

GRIID’s audited financial statements as of and for the year ended December 31, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

GRIID’s unaudited interim financial statements as of and for the nine months ended September 30, 2022 and the related notes, which are included elsewhere in this proxy statement/prospectus; and

•

other information related to ADEX and GRIID included elsewhere in this proxy statement/prospectus, including sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ADEX” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID” and other financial information.

Description of the Transaction

On November 29, 2021, ADEX entered into the merger agreement with GRIID and Merger Sub pursuant to which, subject to the terms and conditions contained therein, Merger Sub will merge with and into GRIID with

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GRIID being the surviving entity and a subsidiary of New GRIID. On December 23, 2021, ADEX, GRIID and Merger Sub entered into an amendment to the merger agreement. On October 17, 2022, ADEX, GRIID and Merger Sub entered into a subsequent amendment to the merger agreement. On February 8, 2023, ADEX, GRIID and Merger Sub entered into a subsequent amendment to the merger agreement.

Parties to the Merger

ADEX

Units of ADEX, common stock originally sold as part of the units, and warrants originally sold as part of the units are currently listed on the NYSE under the symbols “ADEX.U,” “ADEX” and “ADEX.WS,” respectively, and began separately trading on March 3, 2021. However, the trading of ADEX common stock, units and warrants was halted by the NYSE on February 7, 2023. ADEX has applied to transfer the listing of our common stock, units and warrants from the NYSE to NYSE American. Upon the closing of the merger, New GRIID intends to apply to continue the listing of the common stock and warrants on the NYSE American under the symbols “GRDI” and “GRDI.WS,” respectively. Units of New GRIID will not be listed following the closing.

Merger Sub

Merger Sub is a Delaware limited liability company and wholly owned direct subsidiary of ADEX formed on November 24, 2021. In the merger, Merger Sub will merge with and into GRIID, and the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the merger will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of ADEX.

GRIID

GRIID is an emerging American infrastructure company in the bitcoin mining sector. GRIID employs a vertically integrated self-mining strategy to develop and operate U.S.-based mining facilities that generate bitcoin. GRIID’s current business plan does not include the expansion of its mining operations to include digital assets other than bitcoin, or any other activities with, or the holding of, any other cryptocurrencies other than bitcoin, and GRIID does not anticipate any changes to its business plan for the foreseeable future. As of the date of this proxy statement/prospectus, GRIID has 68MW of available electrical capacity in its New York facility and its two Tennessee facilities (48MW of which are at dedicated self-mining sites and 20MW of which are subject to the Mining Services Agreement), and GRIID believes that it is well-positioned to grow its capacity to 436MW by the end of 2024. GRIID’s mining operations currently utilize ASICs manufactured by two leading companies, Bitmain and MicroBT. GRIID recently entered into a supply agreement with Intel, which will provide an additional source of supply of ASICs. GRIID has begun the process of developing a carbon-free focused power pipeline including 1300MW of power capacity subject to memoranda of understanding and letters of intent, land acquisition, and infrastructure procurement. GRIID’s existing facilities utilize approximately 67% carbon-free power, and expects that its facilities will utilize approximately more than 90% carbon-free power by the end of 2024. These carbon-free levels are based solely on generation type and not from offsets or carbon credits and can therefore be materially improved.

The Merger

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company membership unit of GRIID issued and outstanding immediately prior to the effective time of the merger will automatically be converted into and become the right to receive such unit’s share, as determined in accordance with the merger agreement, of 58,500,000 shares of ADEX common stock.

The merger consideration to be issued to the GRIID equity holders at the closing of the merger pursuant to the merger agreement will have a value of $585,000,000 (assuming that the trading price of common stock at the closing will be $10.00 per share) and will be paid in shares of ADEX common stock.

Assuming there are no additional redemptions of shares of ADEX common stock and that no additional shares of ADEX common stock are issued prior to completion of the merger, it is anticipated that, upon completion of the merger and related transactions, the ownership of New GRIID by the holders of IPO Shares, the initial stockholders of ADEX and the pre-merger GRIID equity holders will be as follows:

•

the holders of IPO Shares would own 2,467,422 shares of New GRIID common stock, representing 3.6% of New GRIID’s total outstanding shares of common stock;

•

the initial stockholders would own 6,900,000 shares of New GRIID common stock, representing 10.2% of New GRIID’s total outstanding shares of common stock, of which 6,832,500 shares of common stock, representing 10.1% of New GRIID’s total outstanding shares of common stock, would be held by the sponsor; and

•

the pre-merger GRIID equity holders (including Blockchain, Endeavor and Mr. Alleyne, following the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants) would own 58,500,000 shares of New GRIID common stock, representing 86.2% of New GRIID’s total outstanding shares of common stock.

The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter, other than the Blockchain, Endeavor and Mr. Alleyne warrants. If the actual facts are different than these assumptions, the percentage ownership retained by ADEX’s existing stockholders in New GRIID following the merger will be different. For example, if we assume that all 13,800,000 public warrants and 7,270,000 private placement warrants were exercisable and exercised following completion of the merger and related transactions, then the ownership of New GRIID by the holders of IPO Shares, the initial stockholders of ADEX and the pre-merger GRIID equity holders will be as follows:

•

the holders of IPO Shares would own 16,267,422 shares of New GRIID common stock, representing 18.3% of New GRIID’s total outstanding shares of common stock;

•

the initial stockholders would own 14,170,000 shares of New GRIID common stock, representing 15.9% of New GRIID’s total outstanding shares of common stock, of which 14,102,500 shares of common stock, representing 15.8% of New GRIID’s total outstanding shares of common stock, would be held by the sponsor; and

•

the pre-merger GRIID equity holders (including Blockchain, Endeavor and Alleyne, following the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants immediately prior to the closing) would own 58,500,000 shares of New GRIID common stock, representing 65.8% of New GRIID’s total outstanding shares of common stock.

The preceding descriptions of the ownership of New GRIID common stock are stated as of the date of filing of this proxy statement/prospectus. The preceding descriptions do not take into account any transactions that may be entered into after the date of this proxy statement/prospectus, including any issuances of warrants to GEM or to the sponsor upon conversion of borrowings under the promissory note into warrants, other than the automatic adjustment and exercise of the Blockchain, Endeavor and Mr. Alleyne warrants immediately prior to the closing.

In connection with the closing, New GRIID, the initial stockholders of ADEX and certain GRIID members expect to enter into the investor rights agreement to provide for certain registration rights related to the shares of

188

ADEX common stock and private placement warrants of ADEX. New GRIID will agree to, among other things, file within 30 days of closing a resale shelf registration statement covering the resale of all registrable securities under the investor rights agreement.

Accounting for the Merger

The merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ADEX is treated as the acquired company and GRIID is treated as the acquiror for financial statement reporting purposes since (i) following the merger, New GRIID will be governed by a board of directors consisting of four members that are initially appointed by GRIID and three initially that are appointed by ADEX; (ii) the existing GRIID equity holders are expected to represent a majority of the voting power of New GRIID; (iii) GRIID’s operations prior to the merger will constitute the only ongoing operations of New GRIID; (iv) GRIID’s senior management will represent a majority of the senior management of New GRIID; and (v) GRIID is significantly larger than ADEX in terms of revenue, total assets (excluding cash) and employees. Accordingly, for accounting purposes, the financial statements of the combined company will represent a continuation of the consolidated financial statements of GRIID with the acquisition being treated as the equivalent of GRIID issuing shares for the net assets of ADEX, accompanied by a recapitalization. The net assets of ADEX will be stated at historical cost, with no goodwill or other intangible assets recorded.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what GRIID’s financial condition or results of operations would have been had the merger occurred on the dates indicated. Further, the unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of New GRIID. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined financial information also does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the Pro Forma Transactions. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the Pro Forma Transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial information contained herein assumes that the ADEX stockholders approve the merger. Pursuant to ADEX’s current charter, holders of IPO Shares of ADEX may elect to redeem such IPO Shares upon the closing for cash equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the merger, including interest not previously released to ADEX to pay its taxes, even if such holders approve the merger. ADEX cannot predict how many of its IPO Shares will be redeemed subject to this right. Therefore, the unaudited pro forma condensed combined financial statements present two redemption scenarios as follows:

•

No Further Redemptions: This scenario represents the remaining number of redeemable shares after giving consideration to the redemption of 25,132,578 IPO Shares in connection with the extension meeting and assumes that no additional holders of ADEX’s IPO Shares will exercise its, his or her redemption rights with respect to its, his or her common stock upon consummation of the merger.

•

Maximum Redemptions: This scenario assumes 2,467,422 IPO Shares of ADEX are redeemed for an aggregate payment of approximately $24.5 million (based on an assumed per share redemption price of approximately $10.00 per share) from the trust account. The maximum redemption amount reflects the assumption that ADEX’s current charter is amended pursuant to the NTA proposal such that ADEX

189

will not required to maintain a minimum net tangible asset value of at least $5,000,001 either immediately prior to or upon the closing of the merger. Should the NTA proposal not be approved, ADEX would not be permitted to proceed with the merger unless ADEX has net tangible assets of at least $5,000,001 either immediately prior to or upon the closing of the merger.

ADEX has no specified maximum redemption threshold under its current charter.

The actual results will be within the parameters described by the two scenarios. However, there can be no assurance regarding that either of the two scenarios will equal the actual results.

The following summarizes the pro forma number of New GRIID common stock valued at $10.00 per share as of immediately following the closing under each of these scenarios, including the potential dilutive effect of the exercise or vesting of warrants:


	Assuming No Further Redemptions		Assuming Maximum Redemptions
ADEX Sponsor Shares		6,900,000		6,900,000
ADEX IPO Shares		2,467,422		—
GRIID Equity holders		58,500,000		58,500,000

Total Shares Outstanding at Closing		67,867,422		65,400,000

Potentially Dilutive Shares:
Conversion of Related Party Payables (converted into warrants with a strike price of $11.50)		—		—
Public Warrants (strike price of $11.50)		—		—
Private Warrants (strike price of $11.50)		—		—
GEM Warrant		—		—

Total Pro Forma Fully Diluted Shares		67,867,422		65,400,000

190

Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2022

(dollars in thousands)


							(Assuming No Further Redemption Scenario)					(Assuming Maximum Redemptions Scenario)
	Adit (Historical)			GRIID (Historical)			Transaction Accounting Adjustments (Note 2)					Pro Forma Combined			Additional Transaction Accounting Adjustments (Note 2)					Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents		31			2,070			4,590		(A	)		6,691			(26,333	)	(J	)		—
																19,643		(P	)
Other receivables		—			989			—					989			—					989
Cryptocurrencies		—			645			—					645			—					645
Finance lease-right-of-use asset, current		—			1			—					1			—					1
Prepaid expenses and other current assets		123			121			—					244			—					244

Total current assets		154			3,826			4,590					8,570			(6,691	)				1,879
Cash and securities held in trust account		277,659			323			(26,333	)	(B	)		323								323
								(251,326	)	(W	)
Property and equipment, net		—			39,573			—					39,573			—					39,573
Operating lease right-of-use asset, non-current		—			2,508			—					2,508			—					2,508
Right-of-use asset-finance lease		—			144			—					144			—					144
Other non-current assets		—			5,953			—					5,953			—					5,953

Total assets		277,813			52,327			(273,069	)				57,071			(6,691	)				50,380

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable		—			8,479			—					8,479			—					8,479
Accrued offering costs and expenses		3,685			—			(3,685	)	(D	)		—			—					—
Operating lease liability, current		—			181			—					181			—					181
Finance lease liability, current		—			372			—					372			—					372
Accrued expenses and other current liabilities		—			4,196			—					4,196			—					4,196
Income taxes payable		317			—			—					317			—					317
Due to related party		109			—			—					109			—					109
Note payable, net					41,825			—					41,825			—					41,825
Promissory note-related party		250			—			(250	)	(I	)		—			—					—

Total current liabilities		4,361			55,053			(3,935	)				55,479			—					55,479
Deferred underwriting discount		9,660			—			(9,660	)	(E	)		—			—					—
Warrant liability		336			47,456			4,432		(T	)		4,768			(161	)	(U	)		4,607
								(47,456	)	(X	)
U.S. dollar notes payable, net		—			—								—			19,643		(P	)		19,643
Lender fee payable		—			8,000			—					8,000			—					8,000
Payable to lessor-construction in progress		—			480			—					480			—					480
Unearned grant revenue		—			195			—					195			—					195
Deferred tax liability		—			125			—					125			—					125
Operating lease liability		—			2,352			—					2,352			—					2,352
Finance lease liability		—			99			—					99			—					99

Total liabilities		14,357			113,760			(56,619	)				71,498			19,481					90,980
Commitments and contingencies
Common stock subject to possible redemption		277,191			—			(26,333	)	(C	)		(468	)		—					(468	)
								(251,326	)	(W	)
Stockholders’ equity (deficit)		—
Common stock		1			—			(1	)	(F	)		8			—		(J	)		8
								7		(H	)
								1		(X	)
Class A Units (1,740,000 units authorized, issued and outstanding)		—			2,168			(2,168	)	(G	)		—			—					—
Class B Units (8,360,000 units authorized, 8,160,000 units issued and outstanding)		—			200			(200	)	(G	)		—			—					—
Class C Units (2,500,000 units authorized, 2,418,000 issued, 749,598 outstanding)		—			—			—					—			—					—
Additional paid-in capital		—			—			26,333		(C	)		70,866			(26,333	)	(J	)		44,694
								2,898		(E	)
								2,368		(G	)					161		(U	)
								250		(I	)
								(7	)	(H	)
								1		(F	)
								(8,432	)	(T	)
								47,455		(X	)
Accumulated deficit		(13,736	)		(63,801	)		(11,297	)	(D	)		(84,834	)							(84,834	)
								4,000		(T	)

Total stockholders’ (deficit) equity		(13,735	)		(61,433	)		61,208					(13,960	)		(26,172	)				(40,132	)

Total liabilities, common stock subject to possible redemption and stockholders’ equity		277,813			52,327			(273,069	)				57,071			(6,691	)	—			50,380

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Unaudited Pro Forma Condensed Combined Statement of Operation

For the Nine Months Ended September 30, 2022

(amounts in thousands, except share and per share amounts)


							(Assuming No Further Redemption Scenario)								(Assuming Maximum Redemptions Scenario)
	Adit (Historical)			GRIID (Historical)			Transaction Accounting Adjustments (Note 2)					Pro Forma Combined			Additional Transaction Accounting Adjustments (Note 2)					Pro Forma Combined
Revenue	$	—		$	17,953		$	—				$	17,953		$	—				$	17,953
Expenses
Operating expenses		—			31,854			—					31,854			—					31,854
Formation and operating costs		1,510			—			—					1,510			—					1,510

Total operating expenses		1,510			31,854			—					33,364			—					33,364

Gain on disposal of property and equipment		—			153			—					153			—					153
Operating income (loss)		(1,510	)		(13,748	)		—					(15,258	)		—					(15,258	)
Other income (expense)
Gain (loss) on change in fair value of warrant liability		4,709			(513	)		—					4,196			—					4,196
Loss on contingency		—			(438	)		—					(438	)		—					(438	)
Other income, net of other expense		1,743			200			(1,743	)	(K	)		200			—					200
Interest expense, net of interest income		—			(22,756	)		—					(22,756	)		(1,769	)	(S	)		(24,525	)

Total other (expense) income		6,452			(23,507	)		(1,743	)				(18,798	)		(1,769	)				(20,567	)

Net income (loss), before taxes		4,942			(37,255	)		(1,743	)				(34,056	)		(1,769	)				(35,825	)
Income tax expense (credit)		317			(294	)		(456	)	(L	)		(433	)		(462	)	(S	)		(895	)

Net income (loss)	$	4,625		$	(36,961	)	$	(1,287	)			$	(33,623	)	$	(1,306	)			$	(34,930	)

Weighted average shares outstanding, basic and diluted										(M	)		67,867,422								65,400,000
Net income per share, basic and diluted										(M	)	$	(0.50	)						$	(0.53	)

192

Unaudited Pro Forma Condensed Combined Statement of Operation

For the Year Ended December 31, 2021

(amounts in thousands, except share and per share amounts)


							(Assuming No Further Redemption Scenario)								(Assuming Maximum Redemptions Scenario)
	Adit (Historical)			GRIID (Historical)			Transaction Accounting Adjustments (Note 2)					Pro Forma Combined			Additional Transaction Accounting Adjustments (Note 2)					Pro Forma Combined
Revenue	$	—		$	30,826		$	—				$	30,826		$	—				$	30,826
Expenses
Operating expenses		—			11,097			—					11,097			—					11,097
Formation and operating costs		3,704			—			—					3,704			—					3,704

Total operating expenses		3,704			11,097			—					14,801			—					14,801
Gain on disposal of property and equipment		—			956			—					956			—					956

Operating income (loss)		(3,704	)		20,685			—					16,981			—					16,981
Other income (expense)
Loss on change in fair value of embedded derivative		—			(7,108	)		—					(7,108	)		—					(7,108	)
Gain (loss) on change in fair value of warrant liability		956			(586	)		—					370			—					370
Loss on extinguishment of debt		—			(19,824	)		—					(19,824	)		—					(19,824	)
Gain on paycheck protection program loan forgiveness		—			193			—					193			—					193
Other income, net of other expense		115			11			(115	)	(K	)		11			—					11
Interest expense, net of interest income		—			(4,231	)		—					(4,231	)		(2,602	)	(R	)		(6,833	)

Total other (expense) income		1,071			(31,545	)		(115	)				(30,589	)		(2,602	)				(33,191	)

Net income (loss), before taxes		(2,633	)		(10,860	)		(115	)				(13,608	)		(2,602	)				(16,210	)
Income tax expense (credit)		—			775			(30	)	(L	)		745			(680	)	(R	)		65

Net income (loss)	$	(2,633	)	$	(11,635	)	$	(85	)			$	(14,353	)	$	(1,922	)			$	(16,275	)

Weighted average shares outstanding, basic and diluted										(M	)		67,867,422								65,400,000
Net loss per share, basic and diluted										(M	)	$	(0.21	)						$	(0.25	)

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Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Note 1—Basis of Presentation

The merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ADEX is treated as the acquired company for financial reporting purposes, in accordance with the Financial Standards Board’s Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”). Accordingly, for accounting purposes, the financial statements of the combined company will represent a continuation of the consolidated financial statements of GRIID with the acquisition being treated as the equivalent of GRIID issuing shares for the net assets of ADEX, accompanied by a recapitalization. The net assets of GRIID and ADEX will be stated at historical cost, with no goodwill or other intangible assets recorded.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the merger.

The unaudited pro forma condensed combined balance sheet at September 30, 2022 assumes that the merger occurred on September 30, 2022. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 give pro forma effect to the merger as if it had been completed on January 1, 2021.

The unaudited pro forma condensed combined balance sheet at September 30, 2022 has been prepared using, and should be read in conjunction with, the following:

•

ADEX’s unaudited balance sheet as of September 30, 2022, and the related notes for the nine months ended September 30, 2022, included elsewhere in this proxy statement/prospectus;

•

GRIID’s unaudited balance sheet as of September 30, 2022, and the related notes for the nine months ended September 30, 2022, included elsewhere in this proxy statement/prospectus, and

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 has been prepared using, and should be read in conjunction with, the following:

•

ADEX’s unaudited statement of operations for the nine months ended September 30, 2022 and the related notes included elsewhere in this proxy statement/prospectus; and

•

GRIID’s unaudited consolidated statement of operations for the nine months ended September 30, 2022 and the related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 has been prepared using, and should be read in conjunction with, the following:

•

ADEX’s audited statement of operations for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus; and

•

GRIID’s audited consolidated statement of operations for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus.

Note 2—Accounting Policies

Based on an initial analysis in preparation for the merger, management did not identify any differences between the two entities’ accounting policies that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial

194

information does not assume any differences in accounting policies. Upon consummation of the merger, management will perform a comprehensive review of the two entities’ accounting policies, and as a result of the comprehensive review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of New GRIID.

Note 3 —Transaction Accounting Adjustments

The following describes the transaction accounting adjustments included in the unaudited pro forma financial statements presented herein, as of September 30, 2022 and for the year ended December 31, 2021.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet for the Nine Months ended September 30, 2022

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2022 are as follows:

(A)

To reflect the net cash proceeds from the business combination as follows (in thousands):


Release of trust account	$	26,333		(B	)
Payment of transaction expenses		(14,982	)	(D	)
Payment of deferred underwriting fee payable		(6,762	)	(E	)

Cash	$	4,590

(B)

Reflects the liquidation and reclassification of cash and investments held in the trust account that becomes available for general use by GRIID following the merger.

(C)

Reflects the transfer of ADEX’s approximately $26.3 million common stock subject to possible redemptions balance as of September 30, 2022 to permanent equity.

(D)

Reflects payment of estimated total transaction costs including transaction costs which include legal, financial advisory and other professional fees related to the merger. The transaction cost details are follows:


Transaction costs previously accrued	$	3,685
Deferred underwriting costs		6,762	(E	)
Payment of other transaction expenses		11,297

Total	$	21,744

(E)

Reflects the settlement of $9.7 million of deferred underwriting fees incurred during ADEX’s IPO that are contractually due upon completion of the merger. On December 6, 2022 ADEX entered into an amendment to the underwriting agreement dated January 11, 2021 with EarlyBirdCapital, Inc. (“EarlyBird”). Among other things, the amendment to the underwriting agreement reduces the amount of the deferred underwriting commission payable to EarlyBird to $6.8 million.

(F)

Reflects the elimination of ADEX’s common stock balances into additional paid in capital.

(G)

Represents the elimination of GRIID Class A Units and Class B Units and the related issuance of common shares to such unitholders.

(H)

Reflects the issuance of 67,867,422 shares of common stock issued in connection with the closing of the transaction.

(I)

Reflects the conversion of $250,000 of promissory notes into 250,000 warrants with a strike price of $11.50 to acquire ADEX common stock.

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(J)

Assumes 2,467,422 shares of common stock held by ADEX’s public stockholders are redeemed for an aggregate payment of approximately $26.3 million.

(P)

Represents necessary borrowings to satisfy maximum redemption request.

(T)

Represents the estimated warrant liability and costs of equity (assuming no further redemptions) associated with the GEM Share Subscription Facility issuable upon completion of the merger. The Company is assuming the potential for liability treatment based up underlying terms of the warrant. The assumptions used to measure the fair value of the warrant liability are as follows:


Volatility Rate		40.0	%
Risk-free rate		3.27	%
Expected term		3.25
Fair value of member unit	$	10.00

(U)

Represents the effect of. maximum redemptions on (T).

(W)

To give consideration to the 25,132,578 IPO Shares redeemed in connection with the extension meeting.

(X)

To give consideration to the GRIID warrants which convert to common shares at closing, which are allocated from GRIID shares.

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months ended September 30, 2022

The pro forma adjustments included in the unaudited pro forma statement of operations for the nine months ended September 30, 2022 are as follows:

(K)

Removes interest income related to cash and investments held in the trust account.

(L)

Represents income tax provisions (benefit). The pro forma income tax provisions (benefit) were calculated with a blended income tax provision of 26.135% which is based upon an effective federal income tax rate of 21% and state income tax rate of 6.5%.

(M)

Represents the net income per share calculated using the weighted average shares outstanding and the issuance of additional New GRIID shares of common stock in connection with the Pro Forma Transactions, assuming that the shares were outstanding since January 1, 2021. As the Pro Forma Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for net income per share assumes that the shares issuable related to the Pro Forma Transactions have been outstanding for the entire period presented. Basic and diluted net income per share are presented as the same amounts, as the assumed price per share is less than the warrant strike price, and accordingly, they are assumed not to be dilutive.

(S)

Represents interest, calculated using GRIID’s incremental borrowing rate of 9.0%, for the period from January 1, 2022 to September 30, 2022, and the related tax benefit, on borrowings made to satisfy full redemption request (see footnote (P)).

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year ended December 31, 2021

The pro forma adjustments included in the unaudited pro forma statement of operations for the year ended December 31, 2021 are as follows:

(K)

Removes interest income related to cash and investments held in the trust account

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(L)

Represents income tax provisions (expense) as of and for the year ended December 31, 2021. The pro forma income tax provisions (expense) were calculated with a blended income tax provision of 26.135% which is based upon an effective federal income tax rate of 21% and state income tax rate of 6.5%.

(M)

(R)

Represents interest, calculated using GRIID’s incremental borrowing rate of 9.0%, for the period from January 1, 2021 to December 31, 2021, and the related tax benefit, on borrowings made to satisfy full redemption request (see footnote (P)).

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INFORMATION ABOUT ADEX

Introduction

Initial Public Offering and Concurrent Private Placement

On January 14, 2021, ADEX completed its IPO of 24,000,000 units. Each unit consists of one share of common stock, and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. The units were sold at an offering price of $10.00 per unit, resulting in proceeds to ADEX of $240,000,000 before deducting deferred underwriting compensation payable upon the closing of an initial business combination. On January 14, 2021, simultaneously with the consummation of the IPO, ADEX completed a private placement of an aggregate of 6,550,000 warrants at a price of $1.00 per warrant, resulting in gross proceeds to ADEX of $6,550,000.

On January 15, 2021, the underwriters in the IPO exercised their over-allotment option in full, and on January 19, 2021, the underwriters purchased an additional 3,600,000 units at an offering price of $10.00 per unit, resulting in proceeds to ADEX of $36,000,000 before deducting deferred underwriting compensation payable upon the closing of an initial business combination. Simultaneously with the closing of the sale of additional units, ADEX sold an additional 720,000 warrants at a price of $1.00 per warrant, generating gross proceeds of $720,000. As of January 19, 2021, an aggregate amount of $276,000,000 of the proceeds from the IPO (including the additional 3,600,000 units and additional 720,000 warrants) were deposited in ADEX’s trust account established in connection with the IPO. There is currently approximately $25 million held in the trust account and $0.1 million in cash held outside of the trust account available for working capital.

Initial Business Combination

The current charter and the NYSE American rules require that ADEX’s initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of ADEX’s signing of a definitive agreement in connection with its initial business combination. If ADEX’s board of directors is not able to determine the fair market value of the target business or businesses, ADEX intends to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.

ADEX anticipates structuring its initial business combination so that the post-transaction company in which its stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. ADEX may, however, structure its initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but ADEX expects to complete such business combination only if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the 1940 Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, ADEX’s stockholders prior to ADEX’s initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and ADEX in the business combination transaction. For example, ADEX could pursue a transaction in which it issues a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, ADEX would acquire a 100% controlling interest in the target.

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However, as a result of the issuance of a substantial number of new shares, ADEX’s stockholders immediately prior to its initial business combination could own less than a majority of its outstanding shares subsequent to its initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the NYSE’s 80% fair market value test. If ADEX’s initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses.

ADEX’s board of directors determined that its current charter’s and the NYSE’s 80% fair market value test would be met in connection with the proposed merger. See “Proposal No. 1—The Merger Proposal—Satisfaction of 80% Test.”

Stockholder Approval of the Merger

Under ADEX’s current charter, in connection with any proposed business combination, ADEX must seek stockholder approval of an initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their common stock, subject to the limitations described in the prospectus for ADEX’s IPO. Accordingly, in connection with the merger, the stockholders may seek to redeem their common stock in accordance with the procedures set forth in this proxy statement/prospectus.

Voting Restrictions in Connection with Stockholder Meeting

ADEX’s sponsor and ADEX’s directors and officers have each entered into letter agreements with ADEX, pursuant to which, among other things, they have agreed, for no additional consideration, to waive their redemption rights with respect to shares of common stock they hold in connection with the completion of a business combination.

Liquidation if No Business Combination

ADEX will have until the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) to complete its initial business combination. If ADEX is unable to complete its business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), ADEX will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the common stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to ADEX to pay ADEX’s tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding shares of common stock, which redemption will completely extinguish stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ADEX’s remaining stockholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to ADEX’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to ADEX’s warrants, which will expire worthless if ADEX fails to complete its business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter).

Pursuant to a separate proxy statement, ADEX convened a special meeting of its stockholders to vote on the extension proposal. Stockholders of ADEX approved the extension proposal at this special meeting. In connection with the extension proposal, we agreed to make a monthly deposit into the trust account for each monthly extension of $0.06 per IPO Share for each IPO Share that was not redeemed in connection with the

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extension meeting. In connection with the first monthly extension, GRIID deposited an aggregate of $148,045 (representing $0.06 per public share) into the trust account on behalf of ADEX. The deposit was made pursuant to a promissory note issued by ADEX to GRIID on January 13, 2023. In connection with the special meeting, ADEX filed with the Secretary of State of the State of Delaware a certificate of amendment to its amended and restated certificate of incorporation. ADEX provided holders of IPO Shares with the ability to redeem such IPO Shares in connection with the extension meeting. Shareholders holding 25,132,578 IPO Shares exercised their right to redeem such shares for a pro rata portion of the funds then on deposit in the trust account for approximately $253.6 million (approximately $10.09 per share), leaving approximately $25 million remaining in the trust account.

ADEX’s sponsor and ADEX’s directors and officers have each entered into letter agreements with ADEX pursuant to which, among other things, they have waived their rights to liquidating distributions from the trust account with respect to any shares held by them if ADEX fails to complete its initial business combination by the applicable extension date, the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter. However, they will be entitled to liquidating distributions from the trust account with respect to any shares acquired after the IPO, if ADEX fails to complete its initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter).

The signatories to the letter agreements agreed that they will not propose any amendment to ADEX’s certificate of incorporation (a) that would modify the substance or timing of ADEX’s obligation to allow redemption in connection with its initial business combination or certain amendments to ADEX’s certificate of incorporation or to redeem 100% of ADEX’s shares if it does not complete its initial business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless ADEX provides holders of its IPO Shares with the opportunity to redeem such IPO Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to ADEX to pay ADEX’s tax obligations divided by the number of then-outstanding IPO Shares. However, ADEX may not effect a redemption of IPO Shares in connection with the merger if doing such would result in its failure to have net tangible assets of at least $5,000,0001 upon consummation of a business combination (so that ADEX is not subject to the SEC’s “penny stock” rules) if the NTA proposal is not approved and adopted.

ADEX expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $100,000 of proceeds held outside the trust account, although ADEX makes no assurances that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing ADEX’s plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay ADEX’s tax obligations, ADEX may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If ADEX were to expend all of the net proceeds of the IPO and the sale of the warrants in the private placement, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon ADEX’s dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of ADEX’s stockholders. ADEX cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the DGCL, ADEX’s plan of dissolution must provide for all claims against it to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before ADEX makes any distribution of its remaining assets to

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its stockholders. While ADEX intends to pay such amounts, if any, ADEX cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

Although ADEX has sought and intends to continue to seek to have all vendors, service providers (other than ADEX’s independent auditors), prospective target businesses or other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of ADEX’s stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against ADEX’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, ADEX’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to ADEX than any alternative. Examples of possible instances where ADEX may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with ADEX and will not seek recourse against the trust account for any reason. ADEX’s sponsor has agreed that it will be liable to ADEX if and to the extent any claims by a vendor for services rendered or products sold to ADEX, or a prospective target business with which ADEX has discussed entering into a definitive agreement for a business combination, reduce the amount of funds in the trust account to below (i) $10.00 per share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay ADEX’s tax obligations and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account (even if such waiver is deemed to be unenforceable) and except as to any claims under ADEX’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. ADEX has not independently verified whether its sponsor has sufficient funds to satisfy this indemnity obligation nor has ADEX asked its sponsor to reserve for such eventuality and believes that ADEX’s sponsor’s only assets are securities of ADEX. Therefore, ADEX believes it is unlikely that its sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for ADEX’s initial business combination and redemptions could be reduced to less than $10.00 per share. In such event, ADEX may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of the shares of common stock held by ADEX’s stockholders. None of ADEX’s officers or directors will indemnify ADEX for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.00 per share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay ADEX’s tax obligations and up to $100,000 for liquidation expenses, and ADEX’s sponsor asserts that it is unable to satisfy its indemnification obligation or that it has no indemnification obligation related to a particular claim, ADEX independent directors would determine whether to take legal action against ADEX’s sponsor to enforce its indemnification obligation. While ADEX currently expects that its independent directors would take legal action on ADEX’s behalf against ADEX’s sponsor to enforce ADEX’s sponsor’s indemnification obligation to ADEX, it is possible that ADEX’s independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

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Accordingly, ADEX makes no assurances that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of ADEX’s trust account distributed to its stockholders upon the redemption of its shares in the event it does not complete its business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) may be considered a liquidating distribution under Delaware law. If ADEX complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of ADEX’s trust account distributed to its stockholders upon the redemption of our shares in the event it does not complete its business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If ADEX is unable to complete its business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter), it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to ADEX to pay ADEX’s taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding shares, which redemption will completely extinguish stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ADEX’s remaining stockholders and ADEX’s board of directors, dissolve and liquidate, subject in each case to ADEX’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is ADEX’s intention to redeem its shares as soon as reasonably possible after the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) and, therefore, it does not intend to comply with those procedures. As such, ADEX’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of ADEX’s stockholders may extend well beyond the third anniversary of such date.

Because ADEX will does not expect to be required to comply with Section 280, Section 281(b) of the DGCL requires ADEX to adopt a plan, based on facts known to ADEX at such time that will provide for ADEX’s payment of all existing and pending claims or claims that may be potentially brought against ADEX within the subsequent ten years. However, because ADEX is a blank check company, rather than an operating company, and its operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from its vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in ADEX’s IPO underwriting agreement, ADEX has sought and intends to continue to seek to have all vendors, service providers (other than its independent auditors and the underwriters in the IPO), prospective target businesses or other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. ADEX’s sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per share or (ii) such lesser amount per share held

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in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay ADEX’s tax obligations and up to $100,000 for liquidation expenses, and will not be liable as to any claims under ADEX’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, ADEX’s sponsor will not be responsible to the extent of any liability for such third-party claims.

If ADEX files a bankruptcy petition or an involuntary bankruptcy petition is filed against ADEX that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in ADEX’s bankruptcy estate and subject to the claims of third parties with priority over the claims of ADEX’s stockholders. To the extent any bankruptcy claims deplete the trust account, ADEX cannot assure you it will be able to return $10.00 per share to ADEX’s stockholders. Additionally, if ADEX files a bankruptcy petition or an involuntary bankruptcy petition is filed against ADEX that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by ADEX’s stockholders. Furthermore, ADEX’s board may be viewed as having breached its fiduciary duty to ADEX’s creditors and/or may have acted in bad faith, and thereby exposing itself and ADEX to claims of punitive damages, by paying stockholders from the trust account prior to addressing the claims of creditors. ADEX makes no assurances that claims will not be brought against it for these reasons.

ADEX’s stockholders will be entitled to receive funds from the trust account only in the event of the redemption of ADEX’s shares if ADEX does not complete its business combination by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) or if they redeem their respective shares for cash upon the completion of the initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event ADEX seeks stockholder approval in connection with its initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to ADEX for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above.

Properties

ADEX’s executive offices are located at 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105. The cost for ADEX’s use of any office space used by it, including this space, is included in the $10,000 per month fee ADEX will pay to its sponsor or its affiliates for office space, utilities, secretarial support and administrative services. ADEX considers its current office space adequate for its current operations.

Employees

ADEX currently has three executive officers. Members of ADEX’s management team are not obligated to devote any specific number of hours to ADEX’s matters but they intend to devote as much of their time as they deem necessary to ADEX’s affairs until ADEX has completed its initial business combination. The amount of time that any such person will devote in any time period will vary based on the current stage of the business combination process.

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Directors and Executive Officers

ADEX’s directors and executive officers, their positions, and their ages as of December 31, 2022 are as follows:


Name	Age		Position
Eric L. Munson		61	Non-executive Chairman
David L. Shrier		49	Director, President and Chief Executive Officer
John J. D’Agostino		47	Chief Financial Officer and Treasurer
Elizabeth B. Porter		52	Chief Technology Officer and Secretary
Jacob Cohen		49	Director
Sharmila Kassam		49	Director
Sheldon Levy		73	Director

Eric L. Munson has served as ADEX’s non-executive chairman of the board of directors since October 2020. In 2014, Mr. Munson co-founded Adit. Mr. Munson has over 35 years of principal investment experience that spanned alternative asset management, corporate finance, mutual funds, private equity and venture capital, having built, developed and managed 24 different funds, invested in 48 privately-held companies, and executed hundreds of private transactions. Mr. Munson is well qualified to serve as a director due to his extensive experience in finance and capital investments across various industries and his contacts and relationships.

David L. Shrier has served as our President, Chief Executive Officer and as a member of our board of directors since October 2020. Mr. Shrier is currently the Executive Chairman of Esme Learning Solutions, Inc., an artificial intelligence-enabled workforce transformation company that partners with the world’s top universities to reskill professionals for the Fourth Industrial Revolution, a role he has held since forming the company with Ms. Elizabeth Porter, ADEX’s Chief Technology Officer and Secretary, in February 2019. Mr. Shrier also serves as a board member of fintech company Mode Global Holdings PLC (LSE: MODE) and Esme Learning. Adit is a significant investor in Esme Learning. He was a non-executive director of crypto infrastructure company Copper Technologies (UK) Ltd from November 2020 to January 2022, and continues to serve as a Senior Advisor, and has served as strategic advisor to two startup companies, Particle Ink and Dandelion Science, since December 2021. Mr. Shrier was co-founder of Riff Analytics, an artificial intelligence collaboration software company (where Adit is also an investor) that was acquired by Esme Learning in November 2021, and served as its chairman of the board of directors from its inception in June 2017 until July 2020. Riff Analytics was acquired by Esme Learning in November 2021. Mr. Shrier holds a part-time appointment as a Professor of Practice in the Department of Management & Innovation at Imperial College London Business School which he began in December 2020, where (among other initiatives) he leads the Institutional Digital Assets Project, providing insight into crypto and blockchain use cases and technologies. From August 2017 to July 2021, Mr. Shrier held a part-time appointment as Associate Fellow with Saïd Business School, University of Oxford, where he created and launched the Oxford Fintech and Oxford Blockchain Strategy Programmes online, as well as Oxford Fintech Lab. Between February 2013 and November 2020, Mr. Shrier held a variety of instructional and administrative roles at the Massachusetts Institute of Technology, including New Ventures Officer, Managing Director, Connection Science & Engineering and most recently, Lecturer, Media Arts & Sciences. Previously, Mr. Shrier has held a variety of management roles in privately funded companies including, most recently, Distilled Identity, where he served as Chief Executive Officer from June 2017 to May 2020. Since September 2017, Mr. Shrier has served as a member of FINRA’s fintech advisory Committee. Mr. Shrier is a senior advisor to the UK government’s Revenue & Customs department (HMRC) since December 2019 as well as UK Department for International Trade’s fintech steering board since March 2018. Since October 2020, Mr. Shrier has also been an advisor to the European Parliament’s Science & Technology Committee, which is chaired by Eva Kaili. Mr. Shrier is also on the advisory board for WorldQuant University, which offers a totally free online master’s degree in financial engineering, where he has served since April 2016. Mr. Shrier is well qualified to serve as a director due to his extensive experience managing technology companies, his experience in crypto and blockchain, and his contacts and relationships.

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John J. D’Agostino has served as ADEX’s Chief Financial Officer and Treasurer since October 2020. Mr. D’Agostino was the US Managing Director at Waystone Governance from May 2015 through September 2021. From May 2017 to December 2021, Mr. D’Agostino served as a director of Midpoint Holdings Ltd., a UK-headquartered payments institution specializing in cross-border payments and foreign exchange. A graduate of Williams College, Mr. D’Agostino received a Master’s degree in Business Administration from Harvard Business School in 2002 and has studied Economics at Oxford University. In 2021, Mr. D’Agostino was named Fellow of the AIF Institute Financial Innovation Center of Excellence. Also in 2021, Mr. D’Agostino founded the AIMA Digital Asset Working Group. In 2019, Mr. D’Agostino was named Chair of the UK Consulate’s Financial Services Working Group. Mr. D’Agostino holds the following securities/commodities licenses: SIE (Securities Industry Essentials Examination), Series 3 (National Commodity Futures Examination), Series 7 (General Securities Representative), 24 (General Securities Principal), Series 63 (Uniform Securities Agent State Law Examination), and Series 66 (Uniform Combined State Law Examination).

Elizabeth B. Porter has served as our Chief Technology Officer and Secretary since October 2020. Throughout her career, Ms. Porter has led multiple product and engineering teams to deliver high value, customer-focused educational technology products in product design, business strategy and operational roles. Ms. Porter has worked with clients in technology, education, and publishing to develop product strategy and vision, provide technical direction and architecture, and conceive end-to-end solutions that meet business needs. Ms. Porter served as Vice President of Product of EdX, a non-profit massive open online course (MOOC) provider founded by MIT and Harvard University, from May 2014 to December 2015. Ms. Porter held executive roles at Pearson Education, a company that provides education publishing and assessment services to schools, corporations and students with more than 22,500 employees operating in 70 countries (including former Vice President with special focus on higher education online offering) from January 2010 to April 2014, as well as directing product development teams at Mathsoft Inc. (subsequently acquired by PTC) from April 2006 until August 2008, Extension Engine (from May 2016 to December 2018), an edtech consultancy that specializes in the development of highly customized online courses and programs, and University of Texas at Austin (from May 2018 to December 2019). Ms. Porter has been the managing partner of Geeklight, LLC, an edtech consulting business, since May 2016. She served as Chief Executive Officer, co-founder and board member of Riff Analytics, a conversation analytics company that works primarily with educational institutions and providers delivering platform software and custom data analytics reporting, since September 2017 until its acquisition by Esme in November 2021. Ms. Porter has also headed the course development and delivery teams at Esme Learning in her capacity as President and Chief Executive Officer, board member and co-founder since February 2019. Esme Learning is an artificial intelligence-enabled workforce transformation company that partners with the world’s top universities to reskill professionals for the Fourth Industrial Revolution. Ms. Porter’s engagements in higher education include roles as researcher and lecturer at the MIT Media Lab since September 2016 and Boston University Questrom School of Business since July 2016. She also serves as board member, treasurer and trustee of Oakwood School, a non-profit private school, since June 2015. Ms. Porter graduated from Cornell University, where she received her B.A. in English Literature and M.A. in Mathematics Teacher Education.

Jacob Cohen has served as a member of ADEX’s board of directors since October 2020. Since June 2012, Mr. Cohen has served as Senior Associate Dean at MIT Sloan for Degree Programs and Senior Lecturer in Accounting & Law. Prior to his academic career, Mr. Cohen worked as an accountant at KPMG LLP in Philadelphia, and as a mergers & acquisitions consultant for PricewaterhouseCoopers LLP in New York City. Mr. Cohen earned a J.D. and a Master of Science in Accounting from Syracuse University in 1998, and a Bachelor of Science in Accounting from Lehigh University in 1995. Mr. Cohen is well qualified to serve as a director due to his extensive industry experience and his contacts and relationships.

Sharmila Kassam has served as a member of our board of directors since October 2020. Ms. Kassam is a proven business professional and institutional investor. Since November 2021, Ms. Kassam has served as Chief Operating Officer of Nasdaq Asset Owner Solutions. In September 2019, Ms. Kassam founded Aligned Capital Investing, a consulting firm focused on global institutional investors and investment managers. Ms. Kassam has also served as Advisory Board Member at Sweetwater Private Equity since August 2020, as Hedge Fund Board

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Member at Foundation Credit Opportunities since November 2019, as a policy advisor and instructor for Institutional Limited Partners Association (ILPA) since July 2015 and as Senior Fellow at Milken Institute Center for Financial Markets since September 2019. Ms. Kassam was formerly the deputy Chief Investment Officer at the Employees Retirement System of Texas (ERS) where she worked for over a decade from January 2008 until May 2019. Ms. Kassam is a licensed certified public accountant and also licensed to practice law in California and Texas. Ms. Kassam graduated from the University of Texas at Austin, where she received a Bachelor of Business Administration in accounting, with honors, and a J.D. from the University of Texas at Austin. Ms. Kassam is well qualified to serve as a director due to her extensive experience in finance and capital investments across various industries and her contacts and relationships.

Sheldon Levy has served as a member of ADEX’s board of directors since October 2020. Mr. Levy has been an instrumental figure in Canada’s innovation ecosystem in the last decade, spearheading the creation of such organizations as Ryerson’s Digital Media Zone (DMZ), the Brookfield Institute for Innovation + Entrepreneurship, and Scale Up Ventures, Inc. Mr. Levy is also a founder and advisor to Ryerson Futures Inc., an accelerator that has exported the DMZ concept to such locations as Calgary and Mumbai. From 2015 to 2017, Mr. Levy served as Ontario’s Deputy Minister of Advanced Education and Skills Development, where he helped prioritize innovation and entrepreneurship throughout Ontario’s postsecondary education and training system. From 2017 to December 2019, Mr. Levy was the Chief Executive Officer of NEXT Canada, an organization that provides mentorship, education, networks and funding to Canada’s most promising entrepreneurs. From December 2018 to June 2020, Mr. Levy acted as Special Advisor to Canada’s Minister of Small Business and Export Promotion, Mary Ng, on the issue of scaling up small and medium-sized businesses. In September 2019, Mr. Levy joined the Board of Directors of Baycrest Health Sciences. Mr. Levy graduated from York University, where he received his MSc. He was also awarded honorary doctorates from York University, Lakehead University and Mount Allison University. Mr. Levy is well qualified to serve as a director due to his extensive industry experience and his contacts and relationships.

Number and Terms of Office of Officers and Directors

ADEX’s board of directors is divided into two classes with only one class of directors being elected in each year and each class serving a two-year term. The term of office of the first class of directors, consisting of Sharmila Kassam and Sheldon Levy will expire at ADEX’s first annual meeting of stockholders. The term of office of the second class of directors, consisting of Eric L. Munson, David L. Shrier and Jacob Cohen, will expire at ADEX’s second annual meeting of stockholders.

ADEX’s officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. ADEX’s board of directors is authorized to appoint persons to the offices set forth in ADEX’s bylaws as it deems appropriate.

Director Independence

NYSE American listing standards require that a majority of members of ADEX’s board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. ADEX has determined that Ms. Kassam and Messrs. Cohen and Levy are independent directors under NYSE American rules and Rule 10A-3 of the Exchange Act.

Legal Proceedings

To the knowledge of ADEX’s management, there is no litigation currently pending or contemplated against ADEX, any of its officers or directors in their capacity as such or against any of ADEX’s property.

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Periodic Reporting and Audited Financial Statements

ADEX registered its units, common stock and warrants under the Exchange Act and has reporting obligations, including the requirement that it file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, ADEX’s annual reports contain financial statements audited and reported on by ADEX’s independent registered public accountants.

ADEX is providing stockholders with audited financial statements of GRIID elsewhere in these proxy materials to assist you in assessing the target business.

ADEX is required to evaluate its internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event ADEX is deemed to be a large accelerated filer or an accelerated filer will it be required to have its internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

ADEX is an “emerging growth company,” as defined in Section 2(a) of the Securities Act. As such, ADEX is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in ADEX’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find ADEX’s securities less attractive as a result, there may be a less active trading market for ADEX’s securities and the prices of such securities may be more volatile and lower.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. ADEX intends to take advantage of the benefits of this extended transition period.

ADEX will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which ADEX has total annual gross revenue of at least $1.235 billion, or (c) in which ADEX is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the prior June 30; and (ii) the date on which ADEX has issued more than $1.00 billion in non-convertible debt during the prior three-year period.

Additionally, ADEX is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. ADEX will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of ADEX’s common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) ADEX’s annual revenues exceeded $100 million during such completed fiscal year and the market value of ADEX’s common stock held by non-affiliates exceeds $700 million as of the prior June 30.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ADEX

The following discussion and analysis of ADEX’s financial condition and results of operations should be read in conjunction with ADEX’s financial statements and the notes thereto which are included elsewhere in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. ADEX’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus.

Overview

We are a blank check company incorporated in Delaware and formed for the purpose of effecting an initial business combination with one or more target businesses. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our capital stock in a business combination:

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may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

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could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present management team;

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may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

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may adversely affect prevailing market prices for our common stock and/or warrants.

Similarly, if we issue debt securities, it could result in:

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

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our inability to obtain necessary additional financing if the debt security contains covenants;

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restricting our ability to obtain such financing while the debt security is outstanding;

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our inability to pay dividends on our common stock;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

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other purposes and other disadvantages compared to our competitors who have less debt.

On January 14, 2021, we completed our IPO of 24,000,000 units. Each unit consists of one share of common stock, and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. The units were sold at an offering price of $10.00 per unit, generating net proceeds of $240,000,000 before deducting deferred underwriting compensation payable upon the closing of an initial business combination.

On January 14, 2021, simultaneously with the consummation of the IPO, we completed a private placement of an aggregate of 6,550,000 private placement warrants at a price of $1.00 per private placement warrant, generating gross proceeds of $6,550,000.

On January 15, 2021, the underwriters exercised their over-allotment option in full, and on January 19, 2021, the underwriters purchased an additional 3,600,000 units at an offering price of $10.00 per unit, generating net proceeds of $36,000,000 before deducting deferred underwriting compensation payable upon the closing of an initial business combination. Simultaneously with the closing of the sale of additional units, we sold an additional 720,000 private placement warrants at a price of $1.00 per private placement warrant, generating gross proceeds of $720,000. An aggregate amount of $276,000,000 of the net proceeds from the IPO (including the additional 3,600,000 units and additional 720,000 private placement warrants) was deposited in our trust account established in connection with the IPO.

We paid a total of $5,520,000 in underwriting discounts and commissions and approximately $600,000 for other costs and expenses related to the IPO.

On December 6, 2022, we entered into an amendment (the “Underwriting Agreement Amendment”) to the underwriting agreement dated January 11, 2021 with EarlyBirdCapital, Inc. (“EarlyBird”), as representative of the several underwriters named therein. Among other things, the Underwriting Agreement Amendment reduces the amount of the deferred underwriting commission payable to EarlyBird to $6,762,000, which amount, together with reimbursement of EarlyBird’s legal expenses in an amount not to exceed $150,000 (the “Expense Reimbursement”), will be payable as follows: (i) upon the closing of the Company’s initial business combination, in an amount equal to the lesser of (A) $3,381,000 plus the Expense Reimbursement and (B) the balance of the Company’s trust account established in connection with its initial public offering, after all amounts payable in connection with stockholder redemptions have been so paid and (ii) the remainder pursuant to a convertible promissory note (the “Note”) to be made by the surviving company of the Company’s initial business combination (the “Maker”) upon the consummation of the Company’s initial business combination. If the Company does not consummate an initial business combination, no deferred underwriting commission would be payable to EarlyBird. The Amendment also provides customary registration rights to EarlyBird for the shares of common stock of the Maker (the “Maker’s common stock”) issuable upon conversion of the Note.

Pursuant to a separate proxy statement, we convened a special meeting of stockholders for the approval of the extension proposal. We provided holders of IPO Shares with the ability to redeem such IPO Shares in connection with the extension meeting. Shareholders holding 25,132,578 IPO Shares exercised their right to redeem such shares for a pro rata portion of the funds then on deposit in the trust account for approximately $253.6 million (approximately $10.09 per share).

Results of Operations

Our entire activity since inception up to September 30, 2022 relates to our formation, the IPO, and, since the closing of the IPO, a search for a business combination candidate. We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest.

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For the three months ended September 30, 2022, we had net income of approximately $0.7 million, which consisted of approximately $0.4 million in formation and operating costs, offset by approximately $1.3 million in interest earned on marketable securities held in the trust account and change in fair value of warrant liability of approximately $0.1 million.

For the three months ended September 30, 2021, we had net loss of approximately $0.4 million, which consisted of approximately $0.7 million in formation and operating costs, offset by approximately $28,000 in interest earned on marketable securities held in the trust account.

For the nine months ended September 30, 2022, we had net income of approximately $0.6 million, which consisted of change in fair value of warrant liability of approximately $4.7 million and interest earned on marketable securities held in the trust account of approximately $1.7 million, offset by approximately $1.5 million in formation and operating costs and provision for income taxes of approximately $0.3 million.

For the nine months ended September 30, 2021, we had net loss of approximately $0.6 million which consisted of approximately $0.7 million in formation and operating costs, offset by approximately $0.1 million in interest earned on marketable securities held in the trust account.

For the year ended December 31, 2021, we had net loss of approximately $2.6 million which consisted of approximately $3.7 million in formation and operating costs, offset by approximately $0.1 million in interest earned on marketable securities held in the trust account and approximately $1.0 million in change in fair value of warrants.

For the period from October 15, 2020 (Inception) to December 31, 2020, we had a net loss of approximately $0.5 million, which consisted solely of formation and operating costs.

Liquidity and Capital Resources

As of September 30, 2022, we had approximately $31,000 in our operating bank account, and a working capital deficit of approximately $3.7 million, excluding the franchise tax payable that can be paid through the interest income earned on the trust account.

Prior to the completion of the IPO, our liquidity needs had been satisfied through a capital contribution from the sponsor of $25,000, to cover certain offering costs, for the shares purchased by the initial stockholders, and the loan under an unsecured promissory note from the sponsor of $150,000. Subsequent to the consummation of the IPO and private placement, our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the trust account.

In addition, in order to finance transaction costs in connection with a business combination, the sponsor or an affiliate of the sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans.

On August 6, 2021, we issued an unsecured promissory note to the sponsor in connection with a working capital loan made by the sponsor to us pursuant to which we may borrow up to $300,000 in the aggregate. The note is non-interest bearing and payable on the earlier to occur of (i) January 14, 2023 or by the applicable extension date (the latest of which is July 14, 2023 if our board of directors approves all six one-month extensions allowed under the current charter) or (ii) the effective date of a business combination. Any amounts outstanding under the note are convertible into warrants, at a price of $1.00 per warrant at the option of the sponsor, the terms of which will be identical to the private placement warrants. As of September 30, 2022, we had borrowed $250,000 under the note.

On September 9, 2022, we and GRIID entered into the GEM Share Purchase Agreement with GEM and GYBL relating to a share subscription facility. Pursuant to the GEM Share Purchase Agreement, following the

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consummation of the Merger, subject to certain conditions and limitations set forth in the GEM Share Purchase Agreement, New GRIID shall have the right, but not the obligation, from time to time at its option, to issue and sell to GEM up to $200.0 million of New GRIID’s common stock. Under the GEM Share Purchase Agreement, New GRIID is obligated to pay GYBL a commitment fee of $4 million and issue a warrant to GYBL exercisable for the number of New GRIID shares equal to 2% of the outstanding equity interests in New GRIID after the closing of the merger. In connection with the GEM Share Purchase Agreement, the parties entered into a registration rights agreement relating to any shares to be issued under the GEM Share Purchase Agreement. Additionally, pursuant to the GEM Share Purchase Agreement, GRIID would be obligated to pay a private transaction fee of 1% of the total consideration paid in a private business combination transaction with a counterparty that was introduced to GRIID by GEM or an affiliate of GEM in the event that GRIID consummates such a transaction in lieu of the merger or any other business combination the result of which is GRIID continuing as a publicly listed company.

On October 9, 2022, we entered into a settlement and release agreement with GRIID (and its affiliates) and Blockchain Access (and certain of its affiliates), pursuant to which Blockchain Access waived any potential defaults under the prior credit agreement between GRIID and Blockchain Access and the parties agreed to release each other from any claims related to the prior credit agreement. Also on October 9, 2022, GRIID and Blockchain Access entered into the credit agreement, which provided for a restructured senior secured term loan (the “loan”) in the amount of $57,433,360, which represents the outstanding obligations under the prior credit agreement after giving effect to the credit agreement. In connection with the execution of the credit agreement, GRIID issued the Blockchain warrant to Blockchain, which will be automatically adjusted and exercised immediately prior to the merger for an exercise price of $0.01 into a number of GRIID Class B units to be equal to 10% of the issued and outstanding capital stock of New GRIID immediately following the closing.

On December 6, 2022, we entered into the Underwriting Agreement Amendment. Among other things, the Underwriting Agreement Amendment reduces the amount of the deferred underwriting commission payable to EarlyBird to $6,762,000, which amount, together with the Expense Reimbursement, will be payable as follows: (i) upon the closing of the Company’s initial business combination, in an amount equal to the lesser of (A) $3,381,000 plus the Expense Reimbursement and (B) the balance of the Company’s trust account established in connection with its initial public offering, after all amounts payable in connection with stockholder redemptions have been so paid and (ii) the remainder pursuant to the Note to be made by the Maker upon the consummation of the Company’s initial business combination. If the Company does not consummate an initial business combination, no deferred underwriting commission would be payable to EarlyBird. The Amendment also provides customary registration rights to EarlyBird for the shares of the Maker’s common stock issuable upon conversion of the Note.

The Note is expected to bear interest at a rate of 8% per annum and is expected to mature upon the one-year anniversary of the date of its issuance upon consummation of the Company’s initial business combination (the “Maturity Date”). The Note is expected to provide that the full amount of the Note may be converted at EarlyBird’s election on the Maturity Date or any date on which the Maker elects to voluntarily prepay any or all of the outstanding principal and accrued interest into shares of the Maker’s common stock, at a per share conversion price equal to 90% of the trailing five trading day volume weighted average price of a share of the Maker’s common stock. The Note is also expected to contain a provision precluding conversion to the extent such conversion would result in an issuance exceeding the maximum number of shares of the Maker’s common stock permitted by Section 312.03 of the NYSE Listed Company Manual to be issued without a vote of the Maker’s stockholders.

The Note is expected to provide for mandatory prepayments from time to time after the date of the Note’s issuance, in amounts equal to 15% of the gross proceeds received by the Maker from any equity lines, forward purchase agreements or other equity financings consummated by Maker prior to the Maturity Date. The Note is also expected to provide for penalty-free prepayments in whole or in part, at the election of the Maker.

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The form of Note provides that the Maturity Date may be accelerated upon the occurrence of certain customary Events of Default (as defined therein). Upon the occurrence an Event of Default, the Note would bear interest at a rate of 15% per annum from, and including, the Maturity Date (or such earlier date if the obligation to repay the Note is accelerated) to, but excluding, the date of repayment.

On January 13, 2023, in connection with the extension of the date by which we must complete our initial business combination, we issued an unsecured promissory note to GRIID Infrastructure pursuant to which we may borrow up to $900,000 in the aggregate. The note is interest-bearing, at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code, and payable on the earlier of (i) the date on which a definitive decision to liquidate the Company is made by our board of directors, and (ii) the closing of the merger, unless accelerated upon the occurrence of an event of default. Any outstanding principal amount under the note may be prepaid by us, at our election and without penalty. The current outstanding principal amount is $148,045, which was deposited into the trust account in connection with the first of six monthly extensions.

Going Concern Consideration

We anticipate that the approximately $31,000 in our operating bank account as of September 30, 2022 will not be sufficient to allow us to operate for at least the next 12 months, assuming that a business combination is not consummated during that time. We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about our ability to continue as a going concern one year from the issuance date of our financial statements. We plan to address this uncertainty through loans from the sponsor, officers, directors, or third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, our Company. There is no assurance that our plans to raise capital or to consummate a business combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

As of September 30, 2022, we did not have any off-balance sheet arrangements. We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

Contractual Obligations

At September 30, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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Additionally, as an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering or (b) in which we have total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) we are deemed to be a large accelerated filer, which means the market value of our common stock that are held by non-affiliates exceeds $700 million as of the prior June 30, or (y) the date on which we have issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

Critical Accounting Policies

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited condensed financial information. We describe our significant accounting policies in Note 3—Significant Accounting Policies, of the Notes to Financial Statements included elsewhere in this proxy statement/prospectus. Our unaudited condensed financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

We have identified the following as our critical accounting policies:

Common Stock Subject to Possible Redemption

All of the 27,600,000 shares of common stock sold as part of the units contain a redemption feature which allows for the redemption of such shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with the merger and in connection with certain amendments to our current charter. In accordance with ASC 480-10-S99, redemption provisions not solely within our control require shares subject to redemption to be classified outside of permanent equity. Therefore, all 27,600,000 shares of common stock were classified outside of permanent equity as of September 30, 2022.

We recognize changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common shares are recorded as charges against additional paid in capital and accumulated deficit.

Net Income (Loss) Per Share of Common Stock

We have two categories of shares, which are referred to as redeemable shares of common stock and non-redeemable shares of common stock. Earnings and losses are shared pro rata between the two categories of shares of common stock for the three months ended September 30, 2022.

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Derivative Financial Instruments

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Stock (“ASC 815-40”).” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

At September 30, 2022, we evaluated both the IPO warrants and private placement warrants under ASC 480 and ASC 815-40. Such guidance provides that because the private placement warrants do not meet the criteria for equity treatment thereunder, each private placement warrant must be recorded as a liability. Accordingly, we classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statements of operations. The private placement warrants had met the requirement for equity accounting treatment when initially issued. On December 23, 2021, the private placement warrants were modified such that the private placement warrants no longer meet the criteria for equity treatment. As such, the private placement warrants were treated as derivative liability instruments from the date of the modification.

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INFORMATION ABOUT GRIID

For purposes of this subsection only, “GRIID,” “the Company,” “we,” “us” or “our” refer to Griid Holdco LLC and its subsidiaries, unless the context otherwise requires.

GRIID is an emerging American infrastructure company in the bitcoin mining sector. We employ a vertically integrated self-mining strategy (which is supported at times by unique collaborative partnerships in support of the broader approach) to develop and operate U.S. based mining facilities that generate bitcoin by performing computing associated with Proof of Work (“PoW”). GRIID’s current business plan does not include the expansion of its mining operations to include digital assets other than bitcoin, or any other activities with, or the holding of, any other cryptocurrencies other than bitcoin, and GRIID does not anticipate any changes to its business plan for the foreseeable future. As of the date of this proxy statement/prospectus, we have 68MW of available electrical capacity in our New York facility and our two Tennessee facilities (48MW of which are at dedicated self-mining sites and 20MW of which are subject to the Mining Services Agreement), and we believe that we are well-positioned to grow our capacity to 436MW by the end of 2024. Our mining operations currently utilize application specific integrated circuits (“ASICs”) manufactured by two leading companies, Bitmain and MicroBT. We have recently entered into a supply agreement with Intel, which will provide an additional source of supply of ASICs. We have begun the process of developing a carbon-free focused power pipeline including 1300MW of power capacity, subject to memoranda of understanding (“MOUs”) and letters of intent (“LOIs”), land acquisition and infrastructure procurement. Our existing facilities utilize approximately 67% carbon-free power, and we expect that our facilities will utilize more than 90% carbon-free power by the end of 2024. These carbon-free levels are based solely on generation type and not from offsets or carbon credits and can therefore be materially improved.

We have assembled an experienced management team that has an established track record deploying our vertically integrated self-mining strategy across four enterprise scale facilities and has solved supply chain challenges that position us to achieve rapid scale and accelerated business performance in the years to come. We aim to generate revenue through the self-mining of bitcoin and to accumulate, sell and hold bitcoin on an ongoing basis based on expansion objectives determined from time to time by our management team and board of directors.

As we produce bitcoin through our mining operations, we intend from time to time to exchange our bitcoin for fiat currency to fund our operations on an as-needed basis, based on a variety of market conditions and operational factors. We intend to hold enough fiat currency or hedge enough of our bitcoin exposure to cover our projected near-term fiat currency needs, including liabilities and anticipated expenses and capital expenditures over the course of six to 18 months. Although we currently do not use any hedging products or synthetic financial instruments, we recognize the possibility that in the future such products or instruments may be useful tools in support of our broad commercial efforts. Managing short-term bitcoin exposure is a function of cash management as we accrue bitcoin from mining and accrue fiat liabilities in the course of doing business. In identifying our fiat currency needs, we assess market conditions and review our financial forecast on a daily basis. We safeguard and keep private our bitcoin by utilizing offline storage solutions, which require multi-factor authentication and third-party custody solutions. While we are confident in the security of our bitcoin, we continue to evaluate additional protective measures. In addition to our core bitcoin mining business, we are also exploring adjacent market opportunities to add revenue streams and technical innovations to enhance mining performance.

In addition to holding bitcoin available for liquidation on an as-needed basis to fund business activities, we intend to look to realize value through the direct appreciation of bitcoin held on our balance sheet and explore treasury management monetization opportunities. The primary use of our free cash flow is to fund and support the growth of the business. Holding bitcoin on the balance sheet is a core piece of this strategy and we intend to look to grow this balance over time. Once these have been retained on the balance sheet, the merits of various monetization strategies can be considered.

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We utilize three platforms that interact with our bitcoin:

Coinbase Prime: This is an institutional-grade brokerage platform featuring in-house custody solutions that we rely upon and controls around account access controls, permissions, and whitelisted withdrawal addresses. All users interacting with balances have a two-factor authentication and all trading and transfer activities are sent to all administrative emails in order to flag any potentially bad behavior.

Foundry: Foundry is a pool account that holds our bitcoin for only approximately 24 hours as we accrue revenue before the bitcoin gets paid out to our Coinbase Prime brokerage account. A two-factor authentication is required for all accounts and there is a robust whitelisting process for any new withdrawal addresses to be added to the platform. Additionally, activity in Foundry initiates emails to the other accounts to flag any potential bad behavior or vulnerability.

Blockchain.com: We utilize Blockchain.com’s in-house custody product as an additional custody solution. As with Coinbase Prime, Blockchain.com includes access controls and a robust whitelisting around the withdrawal process.

As part of the Blockchain.com custody relationship we may benefit from the principal loan balance being netted down in the case of a loss in their custody product. We do not self-custody bitcoin and leverage our service providers and their product offerings to support our custody needs.

While we do not hold any bitcoin for third parties, our business, financial condition and results of operations could be adversely affected by recent industry-wide developments beyond our control, including the fallout from the Chapter 11 bankruptcy filings of cryptocurrency exchanges FTX Trading Ltd., et al. (including its affiliated hedge fund Alameda Research LLC), crypto hedge fund Three Arrows Capital and crypto lenders Celsius Network LLC, et al., Voyager Digital Ltd., et al., BlockFi Inc., et al., and Genesis Global Holdco, LLC, et al. Most recently, in January 2023, Genesis filed for Chapter 11 bankruptcy. Genesis is owned by Digital Currency Group Inc., who also owns Foundry, one of our custodians. At this time, we believe that there are no material risks to our business arising from our indirect exposure to Genesis. Although (i) we have no direct exposure to any of the cryptocurrency market participants that recently filed for Chapter 11 bankruptcy; (ii) we have no assets, material or otherwise, that may not be recovered due to these bankruptcies; and (iii) we have no exposure to any other counterparties, customers, custodians or other crypto asset market participants known to have (x) experienced excessive redemptions or suspended redemptions or withdrawal of crypto assets, (y) the crypto assets of their customers unaccounted for, or (z) experienced material compliance failures, our business, financial condition and results of operations may not be immune to unfavorable investor sentiment resulting from these recent developments in the broader cryptocurrency industry.

Key Strengths

We believe that we have a number of strengths that will give us a competitive advantage in the bitcoin mining business, including:

Vertically integrated business model. The large bitcoin mining businesses have historically had two key business strategies: providing hosting through data center development and leasing and hosting customers through the acquisition of managed rack space. A third, more comprehensive business model leverages both strategies as a vertically integrated self-miner. Over time, we have seen more businesses pivot towards this model, because it can offer more profitable performance, a model that GRIID has leveraged since its inception. Taking a vertically integrated approach requires considerable management and operational expertise. It also requires the most access to capital of the three business models since the operator is responsible for both the development of the facility and acquisition of ASICs. We believe a vertically integrated bitcoin self-miner has several key operating model attributes that are positively differentiated relative to hosting models. The vertically integrated self-miner sources power, manages or performs site development, manages ASIC procurement and

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deployment, and is responsible for ongoing operations. In the case of GRIID, this has translated to many of the key mining deployment and operations activities migrating in-house, including:

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Direct power contract negotiation;

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Power management;

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Container fabrication;

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Low voltage electrical component fabrication;

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Low voltage electrical installation;

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Network design, installation, and management;

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Comprehensive procurement at all levels of the supply chain;

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Site design;

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Construction management;

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Software development;

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Developer operations;

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ASIC deployment;

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ASIC repair and maintenance; and

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Electrical infrastructure support.

Strategic power relationships with significant room for both near-term and long-term growth. As of the date of this proxy statement/prospectus, we operate bitcoin mining sites in the Tennessee Valley Authority (“TVA”) service territory, representing approximately 35MW of available electrical capacity. Our strategic goals include adding more than 200MW of electrical capacity in the TVA service territory by the end of 2023. As of the date of this proxy statement/prospectus, we operate our New York bitcoin mining site with Eagle Creek Renewable Energy (“Eagle Creek”), representing approximately 13MW of available electrical capacity. Our strategic goals include adding more than 500MW of electrical capacity utilizing Eagle Creek’s portfolio of hydroelectric dams and associated availability by the end of 2023. We believe the power landscape of these two strategic partners provides us access to large-scale, cost-effective, carbon-free power, while also allowing us the opportunity to stabilize the performance of regional power grids.

Leading ASIC supply chain. To deliver on planned growth, we need to deploy significant hash rate. Mining hardware is the single largest expense in all mining developments, which places an even higher premium on the predictable cost structure of our ASICs through our agreement with Intel.

Operational excellence achieved through vertical integration. We selected the vertically integrated self-mining business model (which is supported at times by unique collaborative partnerships in support of the broader approach) because it fully aligns incentives and offers one of the best volatility buffers against bitcoin prices. The vertical integration includes comprehensive site design, fabrication, deployment, and ongoing operations. Control over these activities allows us to innovate and then deploy best practices that differentiate performance. Controlling site design and fabrication allows us to best manage site budgets and development timelines. Self-mining allows us to optimize the ASIC blend to best monetize available power at all levels of scale. The business model and team of operators are key to growth and sector leadership.

Access to low-cost, environmentally friendly power. We are dedicated to helping support environmentally friendly bitcoin mining. We firmly believe that this will be critical to the long-term adoption and success of bitcoin. We have prioritized a power pipeline that is predominantly made up of carbon-free generation sources. Carbon-free generation supplied by our strategic partners is priced at globally competitive rates. Carbon-free generation and renewables carry a lower fixed cost to operate and therefore there have been opportunities for us to structure mutually beneficial power agreements at scale.

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Management’s track record, relevant expertise, and capabilities. We have assembled an experienced management team with an overarching vision to scale to be the largest bitcoin mining operator. This is only achievable with the right talent across all executive leadership roles, led by James D. Kelly III, our Founder & Chief Executive Officer, Gerard F. King II, our Chief Operating Officer, Allan J. Wallander, our Chief Financial Officer, Dwaine Alleyne, our Chief Technology Officer, and Michael W. Hamilton, our Chief Research Officer. Our management team is positioned to deliver market leading mining at operational scale, and continuously improve the vertically integrated self-mining business model.

Differentiated ASIC supply relationship with Intel. GRIID has entered into a supply agreement with Intel pursuant to which GRIID may purchase Intel-designed ASICs for use in GRIID’s bitcoin mining operations. In addition to computing performance advantages, the Intel supply agreement provides GRIID with certainty of pricing for ASICs, while other suppliers of GRIID’s ASICs set prices based on bitcoin volatility. While the initial purchase order with Intel provides for an initial amount of hash power, the Intel supply agreement provides ongoing access to market leading technology. This contract provides us ongoing access to market leading ASICs at a fixed, market-leading price.

Our Strategy

Our strategy is to become a leading bitcoin mining operator in the United States. Our goal is to achieve this by rapidly developing our power pipeline, deploying the Intel-designed ASICs, and leveraging operational excellence. We will engage in these efforts along with potential strategic M&A, continued environmental stewardship and other strategic initiatives to achieve market leading scale and performance:

Scale potential to become a leading bitcoin mining company in the United States. Bitcoin miners who are rapidly growing and achieving large scale operations have competitive advantages. Critical activities in the bitcoin mining business include achieving economies of scale in the acquisition of electrical infrastructure, acquisition of ASICs, development of mining facilities and execution of power contracts. These advantages result in improved business performance, serving as an additional buffer against price volatility in bitcoin. We have invested in a diverse set of energy relationships and intend to scale by developing mining sites served by these partners. Our plan to scale our electrical capacity to 204MW in 2023 and 436MW by the end of 2024 will be achieved with sites already named in MOUs and LOIs. We believe our growth will be realized by a predominantly carbon free energy blend delivered at globally competitive prices.

Develop our power pipeline. Power is one of the key inputs of all bitcoin mining operations. Through our existing energy relationships, we expect to rapidly grow mining capacity with existing providers at new locations. Additionally, the operating model we deploy has significant benefits for local energy grids, which we believe will make us an attractive customer in other regions.

Expand power pipeline and continue prioritizing carbon-free development. As bitcoin mining grows and GRIID expands its operations, we believe there will be opportunities to acquire favorable power arrangements. This will grow our pipeline and allow us to prioritize development based on a comprehensive business case assessment. As we assess opportunities, GRIID will continue to prioritize carbon-free energy sources.

Considering strategic acquisitions. We may strategically assess acquisition opportunities where such transactions can accelerate our strategic roadmap through horizontal or vertical integration, expanding capacity, or gaining intellectual property that strengthens our competitive advantage.

Continue prioritizing carbon-free generation. We believe that as bitcoin continues to develop as an emerging value storage asset and medium of exchange, it is increasingly important that this asset class remains compatible with environmental objectives. To this end, we have sourced, and intend to continue sourcing, an overwhelmingly carbon-free pipeline that will fuel our growth without compromising on power price.

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Bitcoin Industry Overview

Bitcoin

Bitcoin is the oldest and most widely used cryptocurrency today. Cryptocurrencies are currencies that are not backed by a central bank or a national, supra-national or quasi-national organization and are not typically backed by hard assets or other credit. Cryptocurrencies are typically used as a medium of exchange—similar to fiat currencies like the U.S. Dollar—that is transacted through and recorded on a blockchain.

Bitcoin was invented in 2008 by an unknown person under the pseudonym Satoshi Nakamoto and launched in 2009 as a medium of exchange. As of the date of this proxy statement/prospectus, bitcoin is the world’s most valuable cryptocurrency measured by market capitalization.

As described in the original white paper by Nakamoto, bitcoin is a decentralized, peer-to-peer version of electronic cash that allows online payments to be sent from one party to another without using a financial institution as an intermediary. Upon verification by computers (“miners”) serving the bitcoin network, authenticated transactions are permanently recorded on a public ledger (“chain”) for all to view. Without the need for a third party to determine which transactions are authentic, the bitcoin network allows any two willing market participants to transact, thereby minimizing transaction costs, reducing the minimum practical transaction size, and enabling non-reversible payments for non-reversible services.

Sending Bitcoin

When bitcoins are sent, the transactions are broadcasted to all nodes in the bitcoin network. Each node bundles a collection of transactions into an encrypted block and applies computation power to decipher the code (“hash”) to the encrypted block, which requires verification that all transactions within the block are valid. Once the node cracks the code, that code is sent to all other miners who can easily verify that the hash is indeed correct. When enough nodes agree that the hash is correct, the block is added to the existing chain and miners move on to work on the next block by utilizing the hash of the accepted block as the previous hash.

The verification is necessary because, unlike physical cash that can only be held by one party at a time, cryptocurrency is a digital file that could be fraudulently copied and sent to multiple recipients if there are no safeguards in place. To address this double-spending problem, the public ledger in the bitcoin network keeps track of user balances and a complete history of every transaction executed among bitcoin network participants, all the while keeping participants anonymous.

Bitcoin Parameters

When bitcoin was created, the inventor limited its supply to 21 million coins. One bitcoin is equal to 100 million satoshi, which is the smallest unit of bitcoin. This supply limitation ensures that bitcoin remains scarce, and the divisibility enables small-sized transactions even in a rising bitcoin price environment.

Bitcoin Distribution

As of the date of this proxy statement/prospectus, there are approximately 19 million bitcoins in circulation. To distribute bitcoins into circulation and incentivize miners for expending time and computation power to find solutions to encrypted blocks, the bitcoin network rewards the miner who finds the right hash with bitcoins.

The number of bitcoin rewards is reduced by 50% for every 210,000 blocks mined, and given that a block is added to the ledger approximately every 10 minutes (time for the bitcoin network to mine a new block), the “halving event” takes place roughly once every four years until all 21 million bitcoins have been “unearthed”. Currently, each block mined rewards 6.25 bitcoins and the next halving is expected to occur in May 2024, at which point each block mined would only reward 3.125 bitcoins.

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Transaction Fees

When a user sends bitcoin to a recipient, the transaction is first broadcasted to a memory pool before being included in a block. Because each block can only contain up to one megabyte of transaction information, it is in this memory pool that miners can pick and choose which transactions to bundle into the next block and verify. During periods of heavy network usage, there can oftentimes be more transactions awaiting confirmation than there is space in a block. Consequently, not all attempted transactions will be verified immediately and some transactions can take up to a day or longer to verify.

In situations where there are more transactions in the memory pool than there is space on the next block, users compete for miners’ computation power by adding fees (“tips”) onto their transactions in the hope that miners will prioritize their transactions. Due to the one megabyte limitation, miners tend to favor smaller transactions that are easier to validate. Larger “tips” are required to incentivize miners to mine larger transactions. When the network congestion eases, the miners then turn their focus upon the remaining transactions.

Wallet

Bitcoins are held in bitcoin wallets, which is a software program for storing bitcoins. Each wallet is assigned a unique address. When users transact directly, using wallets, or indirectly, through exchanges, bitcoins are moved from one wallet address to another after the transaction has been verified by miners.

Bitcoin Mining and Mining Pools

Bitcoin mining is the process of using specialized and high-powered miners to solve advanced cryptographic math computations, verifying the authenticity of bitcoin transactions for the blockchain transaction public ledger. These solved math problems or authenticated transactions are then combined into blocks, with these blocks having specific requirements in terms of size and proof-of-work, and later published to the blockchain. A miner that verifies and solves a new block is awarded a portion of newly generated digital coins, which can then be sold on the market to generate transaction fees and profits for the mining company or retained by the miner for future use.

The bitcoin network goes through “halving events” during which the number of bitcoins that miners are awarded for processing a block are reduced by 50%. On the bitcoin network, these events occur every 210,000 blocks (roughly every four years). There have been three halving events to date on the bitcoin network. The initial award on the bitcoin network was 50 bitcoins per block. The current award is 6.25 bitcoins per block. The most recent halving event occurred on May 11, 2020 and the next halving event is expected to occur in May 2024. The halving mechanism results in an ever-decreasing issuance rate of bitcoin.

Due to the decreasing probability of being awarded bitcoins for solving blocks, miners have recently explored methods to increase their cumulative computing power and probability of being awarded bitcoins by pooling their processing resources into a “mining pool.” A mining pool combines miners’ computational power to solve blocks and eventually shares the awarded bitcoins to the pool participants in an amount proportional to the amount of hashing power contributed by each participant to the overall chance of earning the reward. The mining pool operator and the pool software arrange the pool in terms of miners’ hashing capacity, work conducted and rewards earned.

Miners

Bitcoin is mined on specialized computers that utilize an algorithm to guarantee the integrity of blocks in the blockchain using a specific hash function to solve the algorithm. The hash function can be efficiently computed on a special mining device called ASIC using the SHA-256 cryptography algorithm, which is the block

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hashing algorithm used by the bitcoin network to hash new blocks on the blockchain. SHA stands for Secret Hash Algorithm, and it converts any input into a 32-byte output, creating output data hashes that always have 256 digits. The main suppliers of bitcoin mining equipment are Bitmain and MicroBT, each of which controls a significant amount of the miner market.

Miners are rewarded in bitcoin and transaction fees in proportion to their processing contribution to the network. Miners are relatively energy intensive and produce a high amount of heat. To operate miners efficiently at a low cost, mining companies endeavor to procure low-cost energy sources and implement efficient cooling methods.

Hashing

To mine bitcoin, computers solve difficult mathematical problems to verify transactions in support of the blockchain. As an incentive to expend time, power and other resources to mine bitcoin, miners are rewarded in bitcoin and transaction fees. Each computation is a hash, and the speed at which these problems can be solved at is measured in hash rate. Initially, miners used general purpose chips such as central processing units and graphics processing units (“GPUs”) to complete calculations.

In more recent years, however, ASICs have replaced GPUs in order to improve speeds. As miners across the world compete to solve these computations at the fastest hash rate, miners are rewarded in proportion to their processing contribution to the overall network. Due to this dynamic, low-cost energy sources and the most powerful ASICs are in high demand and can be difficult to obtain, requiring miners to become more sophisticated and better capitalized to compete in the future.

Energy Price

As computers continuously compute and verify each block of transactions, they require a reliable and large amount of electricity. Given how electricity costs account for a significant proportion of a miner’s operating expenses, having the lowest possible electricity price may provide a company with a significant advantage over its peers.

Cooling

Bitcoin is mined by chips housed in data centers. Due to the amount of energy that computers expend in order to solve complex computations, advanced cooling systems are needed to prevent the computers from overheating. Some miners achieve this by placing their hardware in cold climate locations or underground. Others resort to traditional fan cooling systems. Yet another solution is to submerse computers in non-conductive, cooling liquid.

Our Products and Services

We are primarily engaged in the business of bitcoin mining. We also conduct related or adjacent activities including, but not limited to, construction management, infrastructure fabrication, land and power acquisition, software development, computer repair and maintenance, and logistics management. These activities are performed for the internal benefit of our mining operations, and generally not on behalf of third parties or sold into the market, except that we may in the future conduct these activities in connection with strategic relationships.

With the limited exceptions of the services performed under the HDP Agreement and the Mining Services Agreement as described elsewhere in this proxy statement/prospectus, GRIID does not have customers in the traditional sense, but rather generates revenue in the form of bitcoin formulaically based on our pro rata share of the total network’s computation. Given this unusual lack of customers, we have had the opportunity to deploy a vertically integrated self-mining business model. Our efforts are concentrated on identifying additional power

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opportunities, achieving growth within existing opportunities, investing in strategic supply relationships such as that with Intel, and improving deployment methods, operating models, technology, and adjacent market opportunities.

We believe that our lack of customers is a business model advantage. Rather than investing in sales, marketing, customer relationship management and associated time and costs, we can innovate and improve the operating model and potentially create a leaner business structure.

Mining Equipment

GRIID has relationships with two large ASIC hardware market leaders, Bitmain and MicroBT, and has deployed thousands of each of their products. GRIID has sourced these units directly from the manufactures, from other miners, and through third party relationships. GRIID recently entered into a supply agreement with Intel, which will provide an additional source of supply of ASICs.

GRIID runs a blend of S9 type Antminers, S17 type Antminers, S19 series Antminers, and M31S+ Whatsminers. These ASICs represent the vast majority of GRIID’s deployed hash rate, but not necessarily the ASICs that will fuel growth. We have entered into a definitive supply contract with Intel to provide ASICs that we expect to fuel our growth. The initial order will supply units to be delivered in 2022 and GRIID will have access to a significant share of Intel’s future production volumes.

Mining Facilities

Our corporate headquarters is located at 2577 Duck Creek Road, Cincinnati, Ohio 45212. We operate four industrial scale facilities across two states totaling 68 megawatts (MW) of aggregate contracted power availability (48MW of which are at dedicated self-mining sites and 20MW of which are subject to the Mining Services Agreement). Three facilities are in Tennessee and the fourth facility is in New York. These locations consume a blended power mix that is approximately 67% carbon-free at a globally competitive blended cost. The price and carbon-free percentage of this energy mix position us as a market leader and offers access to significant expansion through our existing relationships.

The facilities in Tennessee are served by three of the 156 utilities that deliver the power generated by the TVA. These facilities leverage our deep relationships with power providers and our expertise in regulated power markets to deliver strong performance. The scale of TVA’s operations and GRIID’s relationships in the region have enabled significant growth opportunities and several of these are already in various stages of development.

In addition to the TVA, we have a strategic relationship with Eagle Creek. The New York facility is co-located with one of Eagle Creek’s hydroelectric dams and we believe will serve as the model for significant expansion of the relationship across Eagle Creek’s portfolio of more than 80 dams.

We believe that our facilities are suitable to meet our current and anticipated near term needs. We continually explore the acquisition and development of additional facilities to support our anticipated future growth.

Material Agreements

We have entered into several key agreements that we expect will be material to our operations:

Intel Supply Agreement

On September 8, 2021, GRIID entered to a supply agreement, amended on September 12, 2022 (as so amended, the “Intel Supply Agreement”) pursuant to which GRIID may purchase Intel-designed BZM2 ASICs. The Intel Supply Agreement is for an initial four-year term and will automatically renew thereafter for one

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one-year period unless either party provides at least 90 days’ notice prior to the end of the initial four-year term. The Intel Supply Agreement provides GRIID with fixed pricing for the BZM2 ASICs for all orders placed prior to May 2023. In addition, subject to certain conditions, GRIID will be entitled to purchase from Intel additional ASICs through approximately May 2025.

Union Data Power Supply Agreement

On October 1, 2019, GRIID, through its wholly-owned subsidiary Union Data LLC, entered into a power supply agreement with Knoxville Utility Board (“KUB”) for KUB to provide power to GRIID’s bitcoin mining facility located in Maynardville, TN. The power supply agreement, as amended, and an MOU between GRIID and KUB, provide GRIID’s Maynardville facility with access of up to approximately 10MW of power. The term of the power supply agreement is for five years effective from January 1, 2020 and thereafter the power supply agreement will renew automatically for one-year periods unless terminated by either party in accordance with the terms of the power supply agreement by providing at least 60 days’ notice prior to the end of the initial term or any renewal period.

Red Dog Power Supply Agreement

On September 28, 2020, GRIID, through its wholly-owned subsidiary, Red Dog Technologies LLC (“Red Dog”), entered into a site location and development agreement with Johnson City Energy Authority (d/b/a BrightRidge) (“BrightRidge”) pursuant to which the parties agreed to develop a three acre parcel of land for a high-density data center (referred to as the Barnes substation site) adjacent to BrightRidge’s Allen Phipps substation. In connection with the site location and development agreement, the parties entered in a ground lease agreement and a contract for lighting and power service.

Pursuant to the ground lease agreement, BrightRidge leased to Red Dog a three acre parcel of real property for the data center. The term of the ground lease agreement began on September 28, 2020 and ends on March 28, 2026. The lease is automatically renewed for up to five additional terms of one year provided that Red Dog is not in default. Events of default include Red Dog’s insolvency or failure to cure a breach of the agreement after 30 days’ notice and a request to remediate the breach. The rent is $600.00 per acre per year. After the initial term, the rent may not increase by more than 5% of the rent from the prior term. Pursuant to the ground lease agreement, Red Dog has the option to purchase a parcel of real property of approximately 7.67 acres, which includes the real property that is subject to the ground lease agreement, after two years.

Pursuant to the contract for lighting and service, BrightRidge serves power to GRIID’s bitcoin mining facility located in Johnson City, TN. The contract for lighting and service began on or around December 1, 2020. The contract for lighting and service provides GRIID’s Johnson City facility with access of up to approximately 25MW of power. The initial contract term is 5.5 years and will automatically renew annually unless either party terminates the renewal with at least three months’ notice.

Data Black River Development and Operation Agreement

On August 31, 2021, GRIID, through its wholly owned subsidiary Data Black River LLC (“Data Black River”), entered into a development and operation agreement (the “HDP Agreement”) with Helix Digital Partners, LLC (“HDP”), an affiliate of Eagle Creek Renewable Energy (“Eagle Creek”). Pursuant to the development and operation agreement, Data Black River provides services for the development and operation of a bitcoin mining facility located within the premises of HDP in Watertown, NY. HDP supplies up to 20MW of power through a subcontractor to the bitcoin mining facility located within the HDP premises. Data Black River receives a monthly fee for the performance of its services as well as a percentage of the bitcoin mined during each month. HDP receives a monthly fee of for each MW of power supplied to the premises for bitcoin mining as well as a percentage of the bitcoin mined each month. The HDP Agreement has an initial term of 3 years and thereafter automatically renews for successive one-year periods unless either party gives notice at least 60 days

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prior to the end of the initial term or any renewal term. The HDP Agreement also allows either party to terminate the HDP Agreement upon notice to the other party if mining revenues drop below a certain amount over a consecutive 90-day period or if mining revenues are insufficient to cover management fees and electricity fees owed to HDP and Data Black River for three consecutive months.

Amended and Restated Mining Services Agreement

On October 9, 2022, GRIID entered into an Amended and Restated Mining Services Agreement (as so amended, the “Mining Services Agreement”) with Blockchain Capital Solutions (US), Inc. (“BCS”), an affiliate of GRIID’s lender under its credit agreement. During the term of the Mining Services Agreement, GRIID will receive, install, operate, manage and maintain servers and power supplies provided by BCS (“Customer Mining Equipment”) to perform mining services (the “Mining Services”) at a GRIID facility located in Lenoir City, Tennessee (the “Premises”). All operation of the Customer Mining Equipment by GRIID will be on BCS’s behalf. Beginning March 2022 and at monthly intervals thereafter for the following six months, BCS will provide GRIID with Customer Mining Equipment for installation at the Premises. GRIID is to make all necessary improvements and developments to the Premises to accommodate the Customer Mining Equipment to enable it to operate in accordance with the requirements of the Mining Services Agreement, and to complete installation and commence full operation of such Customer Mining Equipment. If GRIID fails to complete the infrastructure development and equipment installation by the planned operational date, as defined in the agreement, or fails to commence full operation of Customer Mining Equipment at an alternative temporary facility, GRIID will pay to Blockchain a late development fee which is intended to compensate BCS for the generated digital assets that would have been paid to BCS if GRIID had completed the infrastructure development and equipment installation by the planned operational date. Throughout the term of the Mining Services Agreement, GRIID will be responsible for the management and maintenance of the Customer Mining Equipment. Following the end of each twenty-four-hour period during the term of the Mining Services Agreement, GRIID will deposit 95% of the generated cryptocurrency from the Mining Services into BCS’s digital wallet and 5% of the generated cryptocurrency (representing GRIID’s fees for performance of the Mining Services) into GRIID’s digital wallet. Under the Mining Services Agreement, GRIID is to invoice BCS on a monthly basis for the electricity charges associated with the Mining Services related to the Customer Mining Equipment, without premium or markup. GRIID is to also invoice BCS on a monthly basis for BCS’s operating expense charges as defined in the Mining Services Agreement. The Mining Services Agreement is scheduled to expire on February 28, 2027.

The Mining Services Agreement may be terminated by either party upon written notice to the other party if such other party breaches any material term or condition of this Agreement and fails to remedy the breach within sixty (60) days (or ten (10) business days in the case of a failure to make payment) after being given written notice thereof (a “Material Default”). A termination of the Mining Services Agreement by BCS for a Material Default by GRIID shall constitute a default under the credit agreement.

In addition, BCS may terminate the Mining Services Agreement for any reason or no reason upon not less than ninety (90) days prior written notice.

GRIID records its revenue under the Mining Services Agreement on a gross basis, as GRIID represents the principal in relation to the contract as it controls the promised service before transferring that service to BCS. GRIID has determined that no embedded lease exists in the Mining Services Agreement.

Ava Data Power Supply Agreement

On March 1, 2022, GRIID, through its wholly-owned subsidiary, Ava Data LLC (“Ava Data”), entered into a power contract with the Lenoir City Utility Board (“LCUB”) to furnish power to GRIID’s site located in Lenoir City, Tennessee. On May 1, 2022, GRIID, through its wholly-owned subsidiary, Ava Data LLC (“Ava Data”), entered into a second power contract to furnish power to the same location. These contracts each make approximately 11MW of capacity available and shall last for terms of five years with automatic one year renewals unless either party notices the other at least 90MW prior to the current term.

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Environmental Initiatives

GRIID is actively engaged in actions it considers to be good environmental stewardship of bitcoin by prioritizing carbon-free energy sources within our power pipeline. We believe the opportunity to mine bitcoin with these types of energy sources not only decreases environmental impact, but is also in the best interests of the long-term prospects of the business and the industry. Carbon-free generation sources carry a lower fixed cost to operate and therefore pass a lower power cost to the mining customer. Lower power costs translate to larger margins and greater protection against bitcoin volatility. We also enter into flexible power agreements pursuant to which the power we consume is curtailable by the local grids during times of stress or congestion. Finally, the direct power agreements we enter with hydroelectric providers serve as potential revenue enhancement opportunities, allowing for the flourishing of carbon-free power within broader power markets.

The decision to locate in the TVA service territory was driven both by the low cost of power and the majority carbon free energy blend that the TVA system utilizes. TVA generates approximately 59% of its power from carbon-free sources (hydro-electric, solar, wind, nuclear, biomass, and geothermal) and our calculation that our existing facilities utilize approximately 67% carbon free power is based on this percentage and the realized consumption during the disclosed period and includes our Data Black River facility.

TVA is a utility leader in decarbonizing its grid, and customers like us assist in supporting that mission. The Union Data power supply agreement and the Red Dog power supply agreement both benefit from the TVA power blend and therefore serve to further our carbon-free priority. The Watertown, New York site generates 100% of its power from carbon-free sources. The HDP Agreement governs the Watertown, New York site, which is co-located with a hydro-electric dam and is directly fed from 100% carbon-free power.

Our 90% carbon-free objective is an extension of the current methodology. We have prioritized a pipeline that includes several other TVA locations and significant growth at 100% carbon-free sources such as additional hydro-electric sources in conjunction with Eagle Creek, nuclear plants, and wind opportunities combined with grid mix. The sites required to achieve this goal are in various stages of maturity.

The basis for our market leadership position is that we have achieved a leading power cost without relying on majority fossil fuels or other less socially responsible means of power generation. The power prices we reference are sourced from public filings and management presentations from companies and consist of the following: including Riot Blockchain, Inc. (“Riot Blockchain”) at a price of $0.025 per kWH; Hut 8 Mining Corp. (“Hut 8”) at a price of $0.039 per kWH; Marathon Digital Holdings, Inc. (“Marathon Digital”) at a price of $0.045 per kWH; Bitfarms Technologies Ltd (“Bitfarms”) at a price of $0.040 kWH; Hive Blockchain Technologies Ltd (“Hive Blockchain”) at a price of $0.040 kWH; Core Scientific, Inc. (“Core Scientific”) at a price of $0.036 per kWH; Greenidge Generation Holdings Inc. (“Greenidge”) at a price of $0.022 per kWH; and Cipher Mining Inc. (“Cipher”) at a price of $0.027 per kWH. Our scaled blended power cost is lower than the average of these other industry participants and also achieves a competitive carbon free profile without the use of renewable energy credits or carbon offsets.

Competition

The competitive landscape in the bitcoin mining industry is complex and constantly evolving. There are participants of many different sizes with different capital structures, power relationships, supply agreements, and operational capabilities. As interest in bitcoin has grown along with the asset price, capital has similarly been shifting towards the mining sector. A number of public and private companies have made bitcoin mining their core business and purpose-built miners have shifted their strategies towards enterprise scale.

Across these market participants, the already limited disclosures regarding performance of operations, intended growth, and hardware pre-orders vary. The opaque nature of the industry makes it challenging to predict key metrics like total network hash reliably.

The industry is also still largely serviced by two leading ASIC manufacturers, MicroBT and Bitmain, thus introducing unusual supply dynamics when sourcing the ASICs that power the operations.

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Several public companies (traded in the U.S. and internationally) and private companies may be considered to compete with us, including the following companies which we have identified as our competitors:

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Argo Blockchain PLC;

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Bit Digital, Inc.;

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Bitdeer;

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Bitfury Group;

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Bitfarms Technologies;

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Cipher Mining;

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Core Scientific;

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DMG Blockchain Solutions Inc.;

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Genesis Mining;

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Greenidge Generation Holdings Inc.;

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Hut 8;

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Iris Energy Limited;

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Marathon Digital;

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Riot Blockchain;

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Stronghold Digital Mining; and

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TeraWulf, Inc.

The availability and reliability of published sources of information relating to cryptocurrency and bitcoin cannot be assured. However, we believe that through our current scaled operations and continued development of new sites, we are well positioned among these competitors.

Proof-of-stake networks also serve as competition to the bitcoin blockchain. As proof-of-stake algorithms create new blocks in a blockchain without resource intensive calculations to validate transactions, companies with significant advantages in terms of scale or low-cost power may be less competitive on a proof-of-stake network.

Intellectual Property Rights

Our ability to conduct our business relies in part on our proprietary methods and designs, which we protect as trade secrets. We rely upon trade secret laws, physical and technological security measures and contractual commitments to protect our trade secrets, including entering into non-disclosure agreements with employees, consultants and third parties with access to our trade secrets. However, such measures may not provide adequate protection and the value of our trade secrets could be lost through misappropriation or breach of our confidentiality agreements. Furthermore, third parties may claim that we are infringing upon their intellectual property rights, which may prevent or inhibit our operations and cause us to suffer significant litigation expense even if these claims have no merit.

Government Regulation

The laws and regulations applicable to digital assets are evolving and subject to interpretation and change. For example, the Cyber-Digital Task Force of the U.S. Department of Justice published a report entitled “Cryptocurrency: An Enforcement Framework” in October 2020 that detailed the Department of Justice’s view with respect to digital assets and the tools at the Department of Justice’s disposal to deal with threats posed by

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digital assets. In March 2021, the then-nominee for Chair of the SEC expressed the need for investor protection along with promotion of innovation in the digital asset space. In February 2021, representatives of the government of Inner Mongolia, China announced plans to ban digital asset mining within the province due to the energy and rare Earth mineral demands of the industry.

Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as in the U.S., digital assets are subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. As digital assets have grown in both popularity and market size, the U.S. Congress and a number of U.S. federal and state agencies, including FinCEN, the CFTC, the SEC, FINRA, the CFPB, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital assets networks, digital assets users and digital assets exchange markets. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the nature of digital assets markets and our digital assets operations. Additionally, U.S. state and federal and foreign regulators and legislatures have taken responsive action against digital assets businesses or enacted restrictive regimes in response to hacks, consumer harm, or criminal activity stemming from digital assets activity. There is also increasing attention being paid by U.S. federal and state energy regulatory authorities as the total electricity consumption of cryptocurrency-mining grows and potentially alters the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies are also actively reviewing the impact of cryptocurrency-mining in their respective states. For example, in November 2022, New York passed a law banning certain bitcoin mining operations that run on carbon-based power sources. For the next two years, unless a company engaged in proof-of-work mining, such as ours, which requires sophisticated gear and large amounts of electricity, uses 100% renewable energy, it will not be allowed to expand or renew permits, and new entrants will not be allowed to come online.

Due to the relatively short history of bitcoin and digital assets, and their emergence as a new asset class, government regulation of blockchain and digital assets is constantly evolving, with increased interest expressed by U.S. and international regulators.

Government regulation of blockchain and digital assets is under active consideration by the United States federal government via its agencies and regulatory bodies, as well as by similar entities in other countries and transnational organizations. State and local regulations also may impact our activities and other activities in which we may participate in the future. Other governmental or semi- governmental regulatory bodies have shown an interest in regulating or investigating companies engaged in blockchain or digital asset businesses. For instance, the SEC has taken an active role in regulating the use of public offerings of proprietary coins (so-called “initial coin offerings”) and has made statements and official promulgations as to the status of certain digital assets as “securities” subject to regulation by the SEC.

The effect of any regulatory change, either by the federal, state, local or foreign governments or any self-regulatory agencies on us is impossible to predict, but such change could be substantial and may have a material adverse effect on our business, financial condition and results of operations. While we are unaware of significant adverse governmental or regulatory action adverse to bitcoin mining in the United States, there is no guarantee that future regulation or adverse action will not take place and interpretation of existing regulations in a manner adverse to our business is possible.

In addition, various foreign jurisdictions either have adopted, or may adopt, laws, regulations or directives that affect digital assets, digital asset networks, and their users and participants. Such laws, regulations or directives may conflict with those of the United States, may negatively impact the acceptance of digital assets by users, merchants, and service providers outside of the United States, and may therefore impede the growth of digital assets. Several Eastern European and Asian countries have a more restrictive posture toward digital assets and, thereby, have reduced the rate of expansion of digital asset use, as well as mining, in each of those countries. Presently, we do not believe any U.S. federal or state regulatory body has taken any action or position adverse to

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bitcoin, with respect to its production, sale, and use as a medium of exchange; however, future changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible for us to predict with any reasonable degree of reliability. As the regulatory and legal environment evolves, we may become subject to new laws and further regulation by the SEC and other agencies, which may affect our mining and other activities.

We are unable to predict the effect that any future regulatory change, or any overlapping or unclear regulations, may have on us, but such change, overlap or lack of clarity could be substantial and make it difficult for us to operate our business or materially impact the market for digital assets that we mine or may mine in the future. FinCEN has issued guidance stating its position that it does not differentiate between fiat currency (which FinCEN calls “real currency”) and digital assets that are convertible into fiat currency or other forms of convertible virtual currencies (which FinCEN calls “virtual currency”) for purposes of determining whether a person or entity is engaging in “money transmission services”. Persons and entities engaging in virtual currency activities that amount to “money transmission services,” or otherwise cause them to be deemed a “money services business” under FinCEN’s regulations, must register with FinCEN as a money services business, implement an “effective” anti-money laundering program and comply with FinCEN’s reporting and recordkeeping requirements.

In May 2019, FinCEN issued guidance relating to how the Bank Secrecy Act (“BSA”) and its implementing regulations relating to money services businesses apply to certain businesses that transact in convertible virtual currencies. Although the guidance generally indicates that certain mining and mining pool operations will not be treated as money transmission services, the guidance also addresses when certain activities, including certain services offered in connection with operating mining pools such as hosting convertible virtual currency wallets on behalf of pool members or purchasers of computer mining power, may be subject to regulation. Although we believe that our mining activities do not presently trigger FinCEN registration requirements under the BSA, if our activities cause us to be deemed a “money transmitter,” “money services business” or equivalent designation, under federal law, we may be required to register at the federal level and comply with laws that may include the implementation of anti-money laundering programs, reporting and recordkeeping regimes and other operational requirements. In such an event, to the extent we decide to proceed with some or all of our operations, the required registration and regulatory compliance steps may result in extraordinary, non-recurring expenses to us, as well as on-going recurring compliance costs, possibly affecting an investment in the shares, operating results or financial condition in a material and adverse manner. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations that could have a material adverse effect on our financial position, results of operations and cash flows.

According to the CFTC, bitcoin falls within the definition of a “commodity” under the CEA. Under the CEA the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital assets that do not utilize margin, leverage, or financing. The NFA is the self-regulatory agency for the U.S. futures industry, and as such has jurisdiction over bitcoin futures contracts and certain other digital assets derivatives. However, the NFA does not have regulatory oversight authority for the cash or spot market for digital assets trading or transactions. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products, and certain leveraged commodity transactions involving digital assets, including the markets on which these products trade.

Seasonality

Our business is not generally subject to seasonality. However, coin generation from our mining operations may vary depending on our total hash rate at a given point in time relative to the total hash rate of the bitcoin network.

Our Employees

All aspects of our business require specialized knowledge and technical skill. Such knowledge and skills include the areas of blockchain technology, research and development, digital currency assets, digital currency

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market, digital asset operations, human resource management, data privacy, as well as legal compliance, finance and accounting. We believe that we have adequate personnel and resources with the specialized skills required to carry out our operations successfully. As of the date of this proxy statement/prospectus, we have 61 full-time employees, of 63 total employees. All of these employees are located in the United States. None of our employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any work stoppages. We believe our relationship with our employees is good.

Over the past several months, we have implemented a series of workforce reductions, resulting in the termination of employment of 29 employees and furloughing of six additional employees. These reductions in force were effected as cost savings measures undertaken in light of market conditions and liquidity needs.

Corporate Information

Our principal executive office is located at 2577 Duck Creek Road, Cincinnati, Ohio 45212, which is where our records are kept and the principal business address for our executive officers. Our telephone number is (513) 268-6185. We were formed on May 23, 2018 in Delaware as a limited liability company.

Legal Proceedings

On August 17, 2021, Red Dog received service of process for a complaint (Civil Action No. 40988) filed by Carolyn Broyles and Quality Properties, GP (the “Plaintiffs”) in the Circuit Court for Washington County at Jonesborough, Tennessee on August 13, 2021 (the “Noise Complaint”). The Noise Complaint alleges that the noise created by Red Dog’s bitcoin mining operations at its data center have caused the Plaintiffs personal damages for inconvenience, emotional distress, and injury to the use and enjoyment of their properties, as well as diminution in value or rental value of their properties. The reliefs sought by the Plaintiffs include (i) a court order directing Red Dog to cease and desist operating its data center or alternatively to abate the noise level; (ii) temporary and permanent injunctions enjoining Red Dog from operating its data center or alternatively to abate the noise level; and (iii) damages in an amount to be proved at trial.

On September 13, 2021, Red Dog filed an Answer to Complaint for general denial of the claims made in the Noise Complaint. In November 2021, the Plaintiffs filed a First Amended Complaint to add the zoning violation claims asserted in the Zoning Complaint (as defined below). Subsequently, the Plaintiffs voluntarily dismissed the zoning violation claims. The case is currently in the written discovery phase.

On November 15, 2021, Washington County, Tennessee (the “County”) filed a complaint (Civil Action No. 21-CV-0664) (the “Zoning Complaint”) against Johnson City Energy Authority d/b/a BrightRidge (“BrightRidge”), alleging that Red Dog, as leasehold user of the property in Limestone, Tennessee owned by BrightRidge and subject to the Zoning Complaint, is in violation of County zoning rules by operating a blockchain verification data center on such property. The County takes the position that even though BrightRidge may legally operate the blockchain verification data center, Red Dog may not because Red Dog’s operation does not fall within the County’s zoning definition of “Public Utility”. The County seeks an injunction of the operation by Red Dog of its blockchain verification data center on the property. BrightRidge subsequently filed a Motion to Dismiss for the failure to name a necessary party, Red Dog, as a defendant (the “BrightRidge Motion”).

On November 22, 2021, Red Dog filed a Motion to Intervene as a Party Defendant (the “Red Dog Motion”) in connection with the Zoning Complaint. In the Red Dog Motion, Red Dog takes the position that its operation is a “permitted use,” or if not, that the County is estopped by its own actions from taking any contrary position and that in the alternative Red Dog relied on the County’s actions to its detriment. In connection with this motion, Red Dog attached an Answer and Counterclaim, (i) denying that the use is prohibited or that an injunction is warranted, (ii) asserting estoppel as a defense, and (iii) counterclaiming for a declaration that the use is permitted and, in the alternative, for damages not less than $41,000,000 for detrimental reliance.

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Red Dog was subsequently joined as a party to the Zoning Complaint. The Court also re-set for December 8, 2021 the County’s motion for a temporary injunction enjoining the operation of the Red Dog facility. The County subsequently cancelled the December 8, 2021 injunction hearing in favor of proceeding to trial, which was scheduled for March 14-16, 2022. The County filed a Motion to Dismiss the Red Dog Counterclaim for failure to state a claim. The Court sustained the Motion to Dismiss and the Counterclaim has been dismissed.

On March 14, 2022, the parties appeared for a hearing on cross-motions for summary judgment and for a jury trial. The Court granted the County’s motion for summary judgment on the Zoning Complaint and denied BrightRidge’s and Red Dog’s motions for summary judgment. Red Dog’s affirmative defenses remained for trial.

On April 25, 2022, BrightRidge and Red Dog filed a motion for judgment on the pleadings, asserting that BrightRidge, as an energy authority, has immunity, which motion was denied on May 10, 2022. On May 10, 2022, the County amended its complaint to more specifically plead against Red Dog the same claims previously made against BrightRidge.

On May 31, 2022, a non-binding framework of negotiated settlement was reached between the parties. At a meeting of the Washington County Commission on November 28, 2022, a vote was taken to reject the definitive agreement negotiated among Red Dog, BrightRidge and lawyers for the Washington County Commission. As a result, litigation has recommenced, with a trial date on the merits of Red Dog’s defenses expected to be scheduled for early 2024. We have recorded a contingency liability related to this legal proceeding of $438,000 as of September 30, 2022.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GRIID

The following discussion and analysis of GRIID’s financial condition and results of operations should be read in conjunction with GRIID’s consolidated financial statements and notes to those statements included in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. GRIID’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus.

This management’s discussion and analysis of the financial condition and results of operations of GRIID and subsidiaries (which, in this section, are referred to as “GRIID”, the “Company”, “us”, “our” or “we”) is supplemental to, and should be read in conjunction with GRIID’s consolidated financial statements and the accompanying notes included elsewhere in this proxy statement/prospectus. Except for historical information, the discussion in this section contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. Actual future results could differ materially from those discussed below for many reasons, including those set forth under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” located elsewhere in this proxy statement/prospectus.

GRIID’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

All references to “cryptocurrency” or “cryptocurrencies” in this section refer to bitcoin.

Objective

The objective of this management’s discussion and analysis of the financial condition and results of operations of GRIID is to detail material information, events, uncertainties and factors impacting GRIID and provide investors an understanding from management’s perspective.

Company Overview

GRIID is an emerging American infrastructure company in the bitcoin mining sector. We employ a vertically integrated self-mining strategy (which is supported at times by unique collaborative partnerships in support of the broader approach) to develop and operate U.S. based mining facilities that generate bitcoin by performing computing associated with Proof of Work (“PoW”). GRIID’s current business plan does not include the expansion of its mining operations to include digital assets other than bitcoin, or any other activities with, or the holding of, any other cryptocurrencies other than bitcoin, and GRIID does not anticipate any changes to its business plan for the foreseeable future. As of the date of this proxy statement/prospectus, we have 68MW of available electrical capacity in our New York facility and our two Tennessee facilities (48MW of which are at dedicated self-mining sites and 20MW of which are subject to the Mining Services Agreement), and we believe that we are well-positioned to grow our capacity to 436MW by the end of 2024. Our mining operations currently utilize application specific integrated circuits (“ASICs”) manufactured by two leading companies, Bitmain and MicroBT. We have recently entered into a supply agreement with Intel Corporation (“Intel”), which will provide an additional source of supply of ASICs. We have begun the process of developing a carbon-free focused power pipeline including 1300MW of power capacity, subject to memoranda of understanding (“MOUs”) and letters of intent (“LOIs”), land acquisition and infrastructure procurement. Our existing facilities utilize approximately 67% carbon-free power, and we expect that our facilities will utilize more than 90% carbon-free power by the end of 2024. These carbon-free levels are based solely on generation type and not from offsets or carbon credits and can therefore be materially improved.

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As we produce bitcoin through our mining operations, we intend from time to time to exchange our bitcoin for fiat currency to fund our operations on an as-needed basis, based on a variety of market and operational conditions. We intend to hold enough fiat currency or hedge enough of our bitcoin exposure to cover our projected near-term fiat currency needs, including liabilities and anticipated expenses and capital expenditures over the course of six to 18 months. Although we currently do not use any hedging products or synthetic financial instruments, we recognize the possibility that in the future such products or instruments may be useful tools in support of our broad commercial efforts. Managing short-term bitcoin exposure is a function of cash management as we accrue bitcoin from mining and accrue fiat liabilities in the course of doing business. In identifying our fiat currency needs, we assess market conditions and review our financial forecast on a daily basis. We safeguard and keep private our bitcoin by utilizing offline storage solutions, which require multi-factor authentication and third-party custody solutions. While we are confident in the security of our bitcoin, we continue to evaluate additional protective measures. In addition to our core bitcoin mining business, we are also exploring adjacent market opportunities to add revenue streams and technical innovations to enhance mining performance.

We utilize three platforms that interact with our bitcoin:

Coinbase Prime: Coinbase is an institutional-grade brokerage platform, which purchased the Tagomi platform has in-house custody solutions that we rely upon and controls around account access controls, permissions, and whitelisted withdrawal addresses. All users interacting with balances have a two-factor authentication and all trading and transfer activities are sent to all administrative emails in order to flag any potentially bad behavior.

Blockchain.com: We utilize Blockchain.com’s in-house custody product as our primary solution. As with Coinbase Prime, Blockchain.com includes access controls and a robust whitelisting around the withdrawal process.

Bitcoin Mining

Bitcoin is mined utilizing specialized computers (“miners”) configured for the purpose of validating transactions on bitcoin blockchains (referred to as “mining”). All of the miners incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for bitcoin rewards.

GRIID participates in “mining pools” organized by mining pool operators in which we share our mining power (known as “hash rate”) with the hash rate generated by other miners participating in the pool to earn

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bitcoin rewards. The mining pool operator provides a service that coordinates the computing power of the independent mining enterprises participating in the mining pool. Fees are paid to the mining pool operator to cover the costs of maintaining the pool. The pool uses software that coordinates the pool members’ mining power, identifies new block rewards, records how much hash rate each participant contributes to the pool, and assigns bitcoin rewards earned by the pool among its participants in proportion to the hash rate contributed to the pool in connection with solving a block. Monthly, we analytically compare our hash rate to the published global hash rate and fees to assure that the pro rata amount of bitcoin allocated to and received by us are reasonable.

Revenues from bitcoin mining are impacted by volatility in bitcoin prices, as well as increases in the bitcoin blockchain’s network hash rate resulting from the growth in the overall quantity and quality of miners working to solve blocks on the bitcoin blockchain and the difficulty index associated with the secure hashing algorithm employed in solving the blocks.

Key Factors Affecting Our Performance

The following factors impact our revenue and operating income recognized from bitcoin mining:

Market Price of Bitcoin

Our business is heavily dependent on the spot price of bitcoin. Mined bitcoin revenue is determined based on the spot price at contract inception. The price of bitcoin has experienced substantial volatility, and high or low prices may have little or no relationship to identifiable market forces, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting. Bitcoin may have value based on various factors, including its acceptance as a means of exchange by consumers and others, scarcity, and global market demand.

Our financial performance and continued growth depend in large part on our ability to mine bitcoin efficiently and to sell bitcoin at favorable prices. Over time, we have observed a positive trend in the total market capitalization of bitcoin. However, historical trends are not indicative of future adoption, and it is possible that the adoption of bitcoin and blockchain technology may slow, take longer to develop, or never be broadly achieved, which would negatively impact our business and operating results.

Electricity

We currently have 48 MWs of existing available power capacity. We have developed strategic relationships with various energy providers for low-cost power and also have multiple LOIs and MOUs with energy providers which we anticipate will further scale our low-cost power pipeline. As of September 30, 2022, we derived approximately 67% of our energy from carbon-free sources. We expect that our carbon-free sources will account for approximately 67% by the end of 2022 and more than 90% of our total MW capacity by the end of 2024.

We believe that GRIID will benefit from one of the lowest electricity costs among its publicly traded bitcoin mining peers at scale. GRIID has structured and secured competitive equipment supply agreements with strong counterparties for its current and future bitcoin mining facility sites.

Equipment

GRIID runs a blend of S9 type Antminers, S17 type Antminers, S19 series antminers and M31S+ Whatsminers. These ASICs represent the vast majority of GRIID’s deployed hash rate, but not necessarily the units that will fuel growth. GRIID has entered into a definitive supply contract with Intel to provide chips that will fuel our growth. For the nine months ended September 30, 2022 total orders were 543,000 chips to supply units, and GRIID expects to continue to have access to a significant share of Intel’s future production volumes.

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Hash Rate

Miners perform computational operations in support of bitcoin blockchains measured in “hash rate” or “hashes per second.” A “hash” is the computation run by mining hardware in support of the bitcoin blockchain; therefore, a miner’s “hash rate” refers to the rate at which it is capable of solving such computations. The ASIC chips utilized in GRIID’s miners are the well-established standard in the bitcoin mining industry. These ASIC chips are designed specifically to maximize the rate of bitcoin hashing operations.

Our business is not only impacted by the volatility in bitcoin prices, but also by increases in the bitcoin blockchain’s network hash rate resulting from the growth in the overall quantity and quality of miners working to solve blocks on the bitcoin blockchain and the difficulty index associated with the secure hashing algorithm employed in solving each block.

In bitcoin mining, hash rate is a measure of the processing speed by a bitcoin miner. A participant in a blockchain network’s mining function has a hash rate total of its miners seeking to mine bitcoin and, system-wide, there is a total hash rate of all miners. However, as the relative market price for bitcoin increases, more users are incentivized to mine it, which increases the network’s overall hash rate. As a result, a mining participant must increase its total hash rate to maintain its relative possibility of solving a block on the bitcoin blockchain. Achieving greater hash rate power by deploying increasingly sophisticated miners in ever greater quantities has become one of the bitcoin mining industry’s great sources of competition. Our goal is to deploy a powerful and ever expanding and evolving fleet of miners, while operating as energy-efficiently as possible.

Halving

The reward for solving a block on the bitcoin blockchain is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in bitcoin using a proof of work consensus algorithm. At a predetermined block, the mining reward is reduced by half, hence the term “halving.”

For bitcoin, the reward was initially set at 50 bitcoin rewards per block. The bitcoin blockchain has undergone halving three times since its inception: first on November 28, 2012 at block 210,000; second on July 9, 2016 at block 420,000; and then on May 11, 2020 at block 630,000, when the reward was reduced to its current level of 6.25 bitcoin per block. It is anticipated that the reward will decrease by half to become 3.125 bitcoins per block in May 2024. This deliberately controlled rate of bitcoin creation means that the number of bitcoin in existence will never exceed 21 million and that bitcoin cannot be devalued through excessive production. This process will repeat until the total amount of bitcoin rewards issued reaches 21 million and the theoretical supply of new bitcoin is exhausted, which is expected to occur around 2140. Many factors influence the price of bitcoin and potential increases or decreases in prices in advance of or following a future halving are unknown.

The Merger and Public Company Costs

We entered into the merger agreement, pursuant to which GRIID will become a wholly owned subsidiary of ADEX. Additional information regarding the merger can be found in this proxy statement/prospectus under the heading “Proposal No. 1—The Merger Proposal”. The merger will be accounted for as a reverse recapitalization and ADEX will be treated as the “acquired” company for financial reporting purposes. GRIID will be deemed the predecessor and will be the successor SEC registrant, meaning that GRIID’s financial statements for periods prior to the consummation of the merger will be disclosed in future periodic reports.

We estimate that GRIID will incur an aggregate of approximately $6.3 million in professional fees associated with legal services, merger and acquisition advisor fees, financial advice, due diligence, and other deal-related costs. We anticipate all of GRIID’s total transaction costs will be recorded as additional paid-in capital.

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Following the consummation of the merger, we will be subject to the reporting requirements of the Exchange Act and our common stock will be listed on the NYSE, which we expect will require us to hire additional personnel and implement public company procedures and processes. We expect to incur additional annual expenses as a public company for internal controls compliance and public company reporting obligations, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

GRIID’s Key Financial and Operational Metrics

We monitor the following key financial and operating metrics to evaluate the growth of our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.

Bitcoin Mining Results

The following illustrates GRIID’s balances of bitcoin GRIID’s consolidated balance sheet and the various ways the balances of bitcoin were impacted during the applicable periods. Significant components are discussed below.


All numbers in thousands	September 30, 2022			December 31, 2021
Beginning balance	$	15,050		$	3,376
Revenue recognized from cryptocurrencies		12,770			30,772
Management fee revenue from operation agreement.		225			75
Mining pool operating fees		(17	)		(21	)
Net consideration paid related to operation agreement		(659	)		(150	)
Proceeds from sale of cryptocurrencies		(24,508	)		(27,173	)
Proceeds from sales of miner equipment		—			217
Realized loss on change in consideration payable		(83	)		—
Realized gain on sale of cryptocurrencies		2,589			16,451
Interest payments		—			(1,164	)
Other expenses		—			(25	)

Impairment of cryptocurrencies		(4,722	)		(7,308	)

Ending balance	$	645		$	15,050

Revenue Recognized from Bitcoin Mined

The number of bitcoins mined during the nine months ended September 30, 2022 and 2021 were approximately 399 and 476, respectively. GRIID opened its first mining site (Tennessee) in October 2019, its second mining site (Tennessee) in November 2020, its third mining site (New York) in July 2021 and its fourth mining site (Tennessee) in April 2022.

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Bitcoin Mining Equipment

Bitcoin mining equipment is a significant driver of our ability to earn bitcoin. The following table summarizes the number of miners ordered, shipped, retired and installed, along with the total hash rate produced to date in peta hashes per second (“PH/s”), as of September 30, 2022. Purchasing bitcoin mining equipment requires significant deposits which are payable months in advance of delivery.


All numbers in thousands	Existing Operations as of September 30, 2022			Purchase Agreements Outstanding^(a)		Cumulative Fleet of Miners
Total miners ordered		27,456			13,333		40,789
Total miners retired		(6,883	)		—		(6,833	)

Total miners installed		20,573			13,333		33,906

Total hash rate produced to date (PH/s)		447 PH/s			1,800 PH/s		2,247 PH/s

(a)	As of September 30, 2022

During the nine months ended September 30, 2022, GRIID spent approximately $3.6 million on miners.

Mining Pool Operating Fees

GRIID nets mining pool operating expenses against fees earned as a result of providing computing power in bitcoin transaction verification services under GRIID’s contracts with mining pool operators. Fees are paid to the mining pool operators to cover the costs of maintaining the pool.

Utilization of Bitcoin

When warranted, GRIID sells quantities of the bitcoin it has historically mined to pay operating expenses. GRIID also utilizes bitcoin to purchase new mining equipment, as well as to maintain, update and repair existing miners.

Realized Gain on Sale/Exchange of Bitcoin

During the nine months ended September 30, 2022 and 2021, GRIID recognized $2.5 million and $9.7 million in gains on the sale of bitcoin, respectively. During the three months ended September 30, 2022 and 2021, GRIID recognized $0.1 million and $4.9 million in gains, respectively. GRIID has benefited from the increase in the global adoption and acceptance of bitcoin, although bitcoin generally has experienced substantial price volatility. During the nine months ended September 30, 2022, spot prices dropped by $28,690, and during the nine months ended September 30, 2021 increased by $14,011. The number of bitcoins mined by GRIID decreased from 476 for the nine months ended September 30, 2021 to 399 bitcoin for the nine months ended September 30, 2022.

Gain on Paycheck Protection Program Loan Forgiveness

GRIID received approximately $0.2 million loan under the Paycheck Protection Program which was administered by the U.S. Small Business Administration (the “SBA”). GRIID submitted its loan forgiveness application to the lender and on June 15, 2021, the loan was fully forgiven by the SBA and the lender. As a result, GRIID recognized a gain of approximately $0.2 million during the year ended December 31, 2021.

Impairment of Bitcoin

See discussion regarding the impairment of bitcoin under the “Critical Accounting Policies and Estimates” subsection below.

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Energy Cost

GRIID’s ability to control energy costs expended to mine bitcoin is essential to successful bitcoin mining operations. The electrical agreements entered into with power providers at GRIID’s mining locations contain minimum contracted power utilization amounts per month, for which our usage has not yet met the minimum billings. As a result, the rate per MWh used is higher than it will be once the related sites are fully operational. We anticipate the rate per MWh will decrease as usage at the new facilities increases once additional miners on order and anticipated to be ordered are deployed. GRIID sites located in the Tennessee Valley Authority service area saw an increase in fuel cost adjustment charges in 2022 due to a global shift in supply and demand on fuel and purchased power.

Hash Rate

GRIID’s hash rate contributed to a given pool represents the hash rate of our miners as a proportion of the total Bitcoin network hash rate, which drives the number of bitcoin rewards that will be earned by our miner fleet. We calculate and report our hash rate in exahash per second (“EH/s”). One exahash equals one quintillion hashes per second.

We measure the hash rate produced by our mining fleet through our management software, which captures the reported hash rate from each miner. As a result of the growth in the number of our miners and also increased efficiency, we have realized substantial improvement in our hash rate over the last two years.

•

Our average hash rate was 310 PH/s and 238 PH/s for the three months ended September 30, 2022 and 2021, respectively.

•

Our average hash rate was 327 PH/s and 250 PH/s for the nine months ended September 30, 2022 and 2021, respectively.

•

Our average hash rate was 266 PH/s and 69 PH/s for the years ended December 31, 2021 and 2020.

Components of Results of Operations

The following describes the components of revenue and expenses that are reflected in our consolidated statements of operations:

Cryptocurrency Mining Revenue

GRIID generates bitcoin mining revenue through providing computing power in conjunction with bitcoin transaction verification services under GRIID’s contracts with mining pool operators. Revenue is recorded for each bitcoin earned, at the spot rate at the time of contract inception. Bitcoin mining revenue is shown net of mining pool operating fees in GRIID’s consolidated statements of operations.

Cost of Revenues

Cost of revenues consists of direct costs of earning bitcoin related to mining operations, including power costs and other utilities, but excluding depreciation and amortization, which are separately stated in GRIID’s consolidated statements of operations.

Operating expenses

Operating expenses consist of depreciation and amortization, compensation and related taxes, professional and consulting fees, and general and administrative expenses incurred during the periods presented.

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Impairment of Cryptocurrency

As discussed in “—Critical Accounting Policies and Estimates—Accounting for Bitcoin” below, GRIID records impairment on its bitcoin holdings when it is determined an impairment exists. At that time, the amount of the impairment is determined as the amount by which the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. Due to bitcoin’s price volatility, GRIID’s impairment fluctuated significantly throughout the periods presented. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For each day for which there was a decline in the end of day spot rate, GRIID recorded an impairment loss for any holding for which the carrying value was greater than the end of day spot rate.

Mining and Other Related Equipment

Gain (Loss) on Disposal of Property and Equipment

Gain (loss) on the disposal of property and equipment relates mainly to bitcoin miners replaced with newer technology miners. Once a miner is taken out of service, any remaining book value is written off and a corresponding loss is recorded.

Realized Gain (Loss) on Sales of Cryptocurrencies

Realized gain (loss) on sale of cryptocurrencies represents the difference between the carrying value and the spot-rate value as of the time of sale.

Change in Fair Value of Embedded Derivative

GRIID’s cryptocurrency notes payable are carried at amortized cost and the associated embedded derivative is carried at fair value on GRIID’s consolidated balance sheets. The notes payable was amended and restructured during the third quarter of 2021, and, as a result, the bitcoin-denominated notes payable was amended and restructured into U.S. dollar-denominated funding.

Interest Expense, Net of Interest Income

Interest expense includes interest paid or capitalized on GRIID’s U.S. dollar and cryptocurrency-denominated notes payable, and on its line of credit, as well as related debt discount amortization. Interest expense related to GRIID’s PPP loan was forgiven, and therefore, no interest expense was recorded in connection to this debt.

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Results of Operations for the Three Months and Nine Months Ended September 30, 2022 and 2021


All numbers in thousands	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue
Cryptocurrency mining revenue, net of mining pool operator fees	$	2,309		$	7,354		$	11,896		$	21,182
Mining services agreement revenue		3,206			—			5,227			—
Revenue share consideration on operation agreement		160			—			780			—

Total revenue, net		5,675			7,354			17,953			21,182
Operating expenses
Cost of revenues (excluding depreciation and amortization)		4,421			1,112			8,844			3,703
Depreciation and amortization		1,863			755			5,323			2,251
Compensation and related taxes		2,540			1,040			8,230			2,059
Professional and consulting fees		473			762			3,033			1,729
General and administrative		812			761			4,119			1,413
Sales and marketing		—			5			89			10
Impairment of property and equipment		—			410			—			410
Impairment of cryptocurrencies		118			1,267			4,722			5,681
Realized gain on sale of cryptocurrencies		(143	)		(4,899	)		(2,506	)		(9,692	)

Total operating expenses		10,084			1,213			31,854			7,564
Gain on disposal of property and equipment		90			88			153			948

(Loss) income from operations		(4,319	)		6,053			(13,748	)		14,566
Other income (expense)
Loss on fair value of cryptocurrency note payable		—			(4,045	)		—			(7,109	)
Loss in fair value of warrant liability		(1,539	)		—			(513	)		—
Loss on contingency		—			—			(438	)		—
Other income, net of other expense		—			10			200			204
Interest expense		(17,952	)		(890	)		(22,756	)		(2,564	)

Total other (expense) income	$	(19,491	)	$	(4,925	)	$	(23,507	)	$	(9,469	)

(Loss) income before income taxes		(23,810	)		1,128			(37,255	)		5,097
Income tax benefit		(151	)		—			(294	)		—

Net (loss) income	$	(23,659	)	$	1,128		$	(36,961	)	$	5,097

Statistical Results Impacting Revenue and Expense

The following table presents some of the key statistical drivers of GRIID’s revenue and expense for the three and nine months ended September 30, 2022 and 2021, for which fluctuations and trends are discussed below:


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Bitcoin Mined		125		177		399		476
Average Spot Rate of bitcoin Mined		21,693		40,806		35,356		44,273
Average Number of Employees		93		38		73		32

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Revenue

Cryptocurrency Mining Revenue

Bitcoin mining revenue for the three months ended September 30, 2022 and 2021 was $2.3 million and $7.4 million, respectively, representing a period-over-period decrease of 69%. Bitcoin mining revenue for the nine months ended September 30, 2022 and 2021 was $11.9 million and $21.2 million, respectively, representing a period-over-period decrease of 44%. Revenue from bitcoin mining is impacted significantly by volatility in bitcoin prices, as well as increase in the bitcoin blockchain’s network hash rate resulting from the growth in the overall quality and quantity of miners working to solve blocks on the bitcoin blockchain along with the difficulty index associated with the secure hashing algorithm employed in solving the blocks. The decrease in bitcoin mining revenue was also due to a decrease in the average bitcoin spot value.

During the three months ended September 30, 2022 and 2021, spot prices dropped by $519 and increased by $8,429, respectively. The number of bitcoins mined by GRIID decreased from 177 to 125 for the three months ended September 30, 2021 to 2022, respectively. During the nine months ended September 30, 2022 and 2021, spot prices dropped by $28,690 and increased by $14,011, respectively. The number of bitcoins mined by GRIID decreased from 476 to 399 for the nine months ended September 30, 2021 and 2022, respectively.

GRIID earns 5% of the generated cryptocurrency revenue that is earned under the Mining Services Agreement. GRIID records revenue and expense from the arrangement on a gross basis, as GRIID represents the principal in relation to the contract. GRIID invoices Blockchain Access on a monthly basis for the electricity charges associated with the Mining Services related to the Customer Mining Equipment as well as the operating expense charges. Mining Services Agreement revenue was $3.2 million for the three months ended September 30, 2022 was and $5.2 million for the nine months ended September 30, 2022. No revenue was recorded in 2021 for the Mining Services Agreement.

GRIID earns monthly curtailment revenue under the HDP Agreement during months in which HDP curtails the supply of electricity to mines and sells the electricity to the market. The curtailment revenue represents compensation for forgone mining revenue. A management fee is also recognized in connection with the HDP Agreement. GRIID also mines bitcoin with a percentage paid out the following month to HDP, which is based on a pro rata share that is tied to invested capital. The Company records the revenue and expenses related to this agreement on a gross method. The management fee, curtailment revenue and the amount that is accrued and paid out the next month is recognized as revenue share consideration. Revenue share consideration under the HDP Agreement was $160 thousand for the three months ended September 30, 2022 and $780 thousand for the nine months ended September 30, 2022. No revenue share consideration under the HDP Agreement was recorded in 2021.

Operating Expenses

Cost of Revenues

Cost of revenues consists primarily of direct costs of earning bitcoin related to mining operations, including electric power costs and other utilities, but excluding depreciation and amortization. Cost of revenues increased to $4.4 million for the three months ended September 30, 2022 from $1.1 million for the three months ended September 30, 2021. The increase of $3.3 million in cost of revenues for the three months ended is primarily attributable to the additional utility power costs related to GRIID’s one new mining location as well as an increase in fuel cost adjustment (“FCA”) charges applied at GRIID’s sites in the Tennessee Valley Authority service area. FCA charges represent additional electrical energy costs that utility providers source from outside of their own generation resources and subsequently pass this cost on to customers. Due to a global shift in supply and demand on fuel and purchased power costs, FCA rates increased significantly in 2022. FCA rates increased by 5% and accounted for 71% of total energy costs during the three months ended September 30, 2022, while rates only increased 4% during the three months ended September 30, 2021 and accounted for 49% of total

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energy costs. Cost of revenues increased to $8.8 million for the nine months ended September 30, 2022 from $3.7 million for the nine months ended September 30, 2021. The increase of $5.1 million in cost of revenues for the nine months ended September 30, 2022 is also attributable to additional utility power costs related to GRIID’s one new mining location as well as an increase in fuel cost adjustment charges. FCA rates increased by 10% and accounted for 64% of total energy costs during the nine months ended September 30, 2022, while rates increased 8% during the nine months ended September 30, 2021 and accounted for 42% of total energy costs.

The following tables depict the FCA rate schedules and the impact on GRIID’s energy costs:


FCA Rate Schedules									FCA Impact on GRIID Energy Costs
Tennessee Valley Authority ($/kWh Charges)			2021			2022			Percent of Total Energy Bill	2021			2022
January	$	/kWh		0.016	¢		0.026	¢	3 Months Ended September 30		49	%		71	%
March	$	/kWh		0.015	¢		0.020	¢	9 Months Ended September 30		42	%		64	%
June	$	/kWh		0.016	¢		0.027	¢
September	$	/kWh		0.017	¢		0.028	¢	*Analysis includes only GRIID wholly owned sites

Percent Increase
3 Months Ended September 30				4.43	%		5.14	%
9 Months Ended September 30				8.09	%		10.19	%

The following charts depict the costs per MWh for actual rates and usage rates.

Depreciation and Amortization

Depreciation and amortization for the three months ended September 30, 2022 and 2021 was approximately $1.9 million and $0.8 million, respectively. Depreciation and amortization for the nine months ended September 30, 2022 and 2021 was approximately $5.3 million and $2.3 million, respectively. The increase in depreciation and amortization is primarily related to the new mining facilities and an increase in miners at the existing facilities.

Compensation and Related Taxes

Compensation and related taxes include cash compensation, related payroll taxes and benefits, and unit-based compensation. Compensation and related taxes for the three months ended September 30, 2022 increased to $2.5 million from $1.0 million for the three months ended September 30, 2021, an increase of $1.5 million. Compensation and related taxes for the nine months ended September 30, 2022 increased to $8.2 million from $2.1 million for the nine months ended September 30, 2021, an increase of $6.1 million. The increase in compensation and related taxes for both periods is primarily due to a significant increase in the number of employees.

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Professional and Consulting Fees

Professional and consulting fees include accounting, tax, legal and consulting fees. For the three months ended September 30, 2022 compared with the same period in 2021, professional fees decreased from $0.8 million to $0.5 million. The decrease is primarily related to accounting fees not incurred in 2022 compared to 2021. For the nine months ended September 30, 2022 compared with the same period in 2021, professional fees increased from $1.7 million to $3.0 million. The increase in the nine-month periods is primarily related to legal and professional fees associated with the merger, including related preparedness expenses. To date, no expenses have been capitalized related to these professional, legal or consulting expenditures.

General and Administrative

General and administrative expenses consist of site expenses, insurance, travel, entertainment and other operating related expenses. General and administrative expense for the three months ended September 30, 2022 were $0.8 million, consistent with $0.8 million for the three months ended September 30, 2021. General and administrative expenses for the nine months ended September 30, 2021 and 2022 increased from $1.4 million to $4.1 million, respectively. The primary drivers of the increase in general and administrative expense related to increased expenses from recruiting, insurance, job supplies, independent contractors and travel to job sites. GRIID also experienced increased costs due to the opening of the Ava Data mining site and the warehouse site in the first quarter of 2022.

Impairment of Cryptocurrencies

As discussed in “— Critical Accounting Policies and Estimates — Accounting for Bitcoin” below, GRIID records impairment on its bitcoin holdings when it is determined an impairment exists. At that time, the amount of the impairment is determined as the amount by which the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. Due to bitcoin’s price volatility, GRIID’s impairment has fluctuated significantly since the beginning of 2020. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. More specifically, the chart below depicts the end of day historical spot rates for bitcoin since January 1, 2020 through September 30, 2022.

For each day for which there was a decline in the end of day spot rate, GRIID recorded an impairment loss for any holding for which the carrying value was greater than the end of day spot rate.

Mining and Other Related Equipment

Whenever events or changes in circumstances dictate, or, occasionally, on a quarterly basis, GRIID tests its miners and other related equipment for impairment. Miners and the equipment associated with the miners are considered fully impaired if they are no longer usable or no longer contributing to GRIID’s hash rate. For the nine months ended September 30, 2022 and 2021, GRIID recorded impairment associated with its mining and other related equipment of $0 and $410. For the three months ended September 30, 2022, GRIID performed impairment testing of its mining equipment asset group due to the decline in the price of bitcoin from $43,064 as of September 30, 2021 to $19,596 as of September 30, 2022, a decline of 54% year-over-year. The undiscounted cash flows used in the recoverability test were less than the carrying amount of the long-lived asset group, and GRIID was required to determine the fair value of the long-lived asset group. The final impairment test using fair value resulted in no impairment of the asset group, as the carrying amount of the long-lived asset group does not exceed its fair value.

Realized Gain (Loss) on Sale of Cryptocurrencies

GRIID recognizes gains or losses upon the sale of bitcoin. GRIID realized $0.1 million in gains on sale of cryptocurrencies for the three months ended September 30, 2022, compared to a gain of $4.9 million for the same

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period in 2021. GRIID realized $2.5 million in gains on sale of cryptocurrencies for the nine months ended September 30, 2022, compared to a gain of $9.7 million for the same period in 2021.

Gain (Loss) on Disposal of Property and Equipment

GRIID had $0.1 million gain on disposal of property and equipment during the three months ended September 30, 2022, compared to a loss on disposal of property and equipment of $0.1 million during the three months ended September 30, 2021. GRIID had $0.2 million gain on disposal of property and equipment during the nine months ended September 30, 2022, compared to a gain on disposal of property and equipment of $0.9 million during the nine months ended September 30, 2021.

Change in Fair Value of Embedded Derivative

GRIID’s cryptocurrency notes payable were carried at amortized cost and the associated embedded derivative was carried at fair value on GRIID’s consolidated balance sheets. During the three months ended September 30, 2022 and 2021, GRIID recorded gains of approximately $0.0 million and $4.0 million, respectively, on the change in the fair value of the embedded derivative. The cryptocurrency notes payable were amended and restructured during the third quarter of 2021, and, as a result, the bitcoin-denominated loans were replaced with U.S. dollar-denominated debt funding.

During the nine months ended September 30, 2022 and 2021, GRIID recorded a loss of approximately $0.0 million and a gain of $7.1 million, respectively, on the change in the fair value of the embedded derivative.

Change in Fair Value of Warrant Liability

GRIID recorded a loss on change in fair value of warrant liability of $1.5 million during the three months ended September 30, 2022, compared to approximately $0.0 million from the same period in 2021. GRIID’s loss on change in fair value of warrant liability was $0.5 million during the nine months ended September 30, 2022, compared to approximately $0.0 million during the same period in 2022. GRIID recorded a warrant issuance of $17,123 for the three and nine months ended September 30, 2022. The change is due to the following assumptions used to measure fair value as depicted below:


	September 30, 2022	December 31, 2021
Volatility Rate	40.0%	45.0%
Risk-free rate	3.27% - 4.01%	1.28%
Expected dividend yield	0.00%	0.00%
Expected term	5.25	5.25

Loss on Contingency

As described elsewhere in this proxy statement/prospectus, on August 17, 2021 Red Dog received service of process for the Noise Complaint filed by the Plaintiffs in the Circuit Court for Washington County at Jonesborough, Tennessee on August 13, 2021. The Noise Complaint alleges that the noise created by Red Dog’s bitcoin mining operations at its data center have caused the Plaintiff’s personal damages for inconvenience, emotional distress, and injury to the use and enjoyment of their properties, as well as diminution in value or rental value of their properties. The reliefs sought by the Plaintiffs include (i) a court order directing Red Dog to cease and desist operating its data center or alternatively to abate the noise level;, (ii) temporary and permanent injunctions enjoining Red Dog from operating its data center or alternatively to abate the noise level, and (iii) damages in an amount to be provided at trial.

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agreement negotiated among Red Dog, BrightRidge and lawyers for the Washington County Commission. GRIID anticipates that either an alternative settlement agreement will be negotiated or the litigation will recommence, with the parties preparing the case for trial on the merits of Red Dog’s affirmative defenses. GRIID has recorded a contingency liability of $438 as of September 30, 2022.

Interest Expense

GRIID’s interest expense increased to $18.0 million during the three months ended September 30, 2022 from $0.9 million during the same period in 2021 as a result of an increased borrowing base as well as the issuance of warrants. GRIID’s interest expense increased to $22.8 million during the nine months ended September 30, 2022 from $2.6 million during the same period in 2021 as a result of an increased borrowing base as well as the issuance of warrants. See “Cash, Cash Equivalents and Cash Flows” below.

Income Tax Benefit

GRIID recorded an income tax benefit in the amount of $0.2 million during the three months ended September 30, 2022, compared to approximately $0.0 million during the same period in 2021. GRIID recorded an income tax benefit in the amount of $0.3 million during the nine months ended September 30, 2022, compared to approximately $0.0 million during the same period in 2021.

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Results of Operations for the Years Ended December 31, 2021 and 2020

The following tables summarize our results of operations for the years ended December 31, 2021 and 2020:


All numbers in thousands	December 31,
	2021			2020			$ Change			% Change
Revenue
Cryptocurrency mining revenue	$	30,751		$	2,815		$	27,935			992.4
Management fee revenue		75			—			75			NM	*

Total revenue, net		30,826			2,815			28,011			995.1

Operating expenses
Cost of revenues (excluding depreciation and amortization disclosed below)		5,054			1,393			3,661			262.8
Depreciation and amortization		3,335			1,746			1,589			91.0
Compensation and related taxes		3,876			1,299			2,577			198.4
Professional and consulting fees		4,908			317			4,591			1,448.3
General and administrative		2,609			759			1,850			243.7
Sales and marketing		34			—			34			NM	*
Impairment of property and equipment		424			—			424			NM	*
Impairment of cryptocurrencies		7,308			579			6,729			1,162.2
Realized gain on sale of cryptocurrencies		(16,451	)		(1,354	)		(15,097	)		(1,115.0	)

Total operating expenses		11,097			4,739			6,358			134.16
Gain (loss) on disposal of property and equipment		956			(465	)		1,421			(305.6	)

Income (loss) from operations		20,685			(2,389	)		23,074			965.84
Other income (expense)
Loss on change in fair value of embedded derivative		(7,108	)		(10,182	)		3,074			(30.8	)
Loss on change in fair value of warrant liability		(586	)		—			(586	)		NM	*
Loss on extinguishment of debt		(19,824	)		—			(19,824	)		NM	*
Gain on paycheck protection program loan forgiveness		193			—			193			NM	*
Other income, net of other expense		11			137			(126	)		(92.0	)
Interest expense, net of interest income		(4,231	)		(1,275	)		(2,956	)		231.8
Total other expense		(31,545	)		(11,320	)		(20,225	)		(178.93	)

Income (loss) before income taxes		(10,860	)		(13,709	)		2,849			(20.8	)
Income tax expense		775			—			775			NM	*

Net income (loss)	$	(11,635)		$	(13,709	)	$	2,074			(15.1	)

*	NM = Not meaningful

Statistical Results Impacting Revenue and Expense

The following table presents some of the key statistical drivers of GRIID’s revenue and expense for the years ended December 31, 2021 and 2020, for which fluctuations and trends are discussed below:


	Year Ended December 31, 2021		Year Ended December 31, 2020
Bitcoin Mined		644		270
Average Spot Rate of bitcoin Mined	$	47,535	$	10,393
Average Number of Employees		27.2		8.0

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Revenue

Cryptocurrency Mining Revenue

Bitcoin mining revenue for the years ended December 31, 2021 and 2020 was $30.8 million and $2.8 million, respectively, for an increase of 1000%. Revenue from bitcoin mining is impacted significantly by volatility in bitcoin prices, as well as increase in the bitcoin blockchain’s network hash rate resulting from the growth in the overall quality and quantity of miners working to solve blocks on the bitcoin blockchain along with the difficulty index associated with the secure hashing algorithm employed in solving the blocks.

The increase in bitcoin mining revenue was also due to an increase in the average bitcoin spot value from $10,393 for the year ended December 31, 2020 to $47,535 for the year ended December 31, 2021, as well as an increase in the number of miners deployed. The number of bitcoin mined by GRIID increased from 270 to 644 bitcoin for the year ended December 31, 2020 versus the year ended December 31, 2021.

Operating Expenses

Cost of Revenues

Cost of revenues consists primarily of direct costs of earning bitcoin related to mining operations, including electric power costs and other utilities, but excluding depreciation and amortization. Cost of revenues increased to $5.1 million for the year ended December 31, 2021 from $1.4 million for the year ended December 31, 2020. The increase of $3.7 million in cost of revenues for the year ended December 31, 2021, as compared to the equivalent prior-year period, was primarily attributable to additional utility power costs related to GRIID’s two new mining locations. The new supply agreements GRIID entered into for its two new facilities had minimum usage and billing amounts which were more than the actual amounts used during the months the facilities were ramping up mining operations. As a result, the cost per MWh used increased significantly from the prior period. GRIID anticipates that its cost per MWh will decrease as the usage at these two facilities increases.

The following charts depict the costs per MWh for actual rates and usage rates.

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Depreciation and Amortization

Depreciation and amortization for the years ended December 31, 2021 and 2020 was approximately $3.3 million and $1.7 million, respectively. The increase in depreciation and amortization is primarily related to the two new mining facilities and an increase in miners at the existing facility.

Compensation and Related Taxes

Compensation and related taxes include cash compensation, related payroll taxes and benefits, and unit-based compensation. Compensation and related taxes for the year ended December 31, 2021 increased to $3.9 million from $1.3 million for the year ended December 31, 2020, an increase of $2.6 million. The increase in compensation and related taxes is primarily due to a significant increase in the number of employees.

Professional and Consulting Fees

Professional and consulting fees for the year ended December 31, 2021 compared with the same period in 2020 increased from $0.3 million to $4.9 million, primarily related to legal and professional fees associated with the merger, including related preparedness expenses. To date, no expenses have been capitalized related to these professional, legal or consulting expenditures.

General and Administrative

General and administrative expense for the years ended December 31, 2020 and 2021 increased from $0.8 million to $2.6 million, respectively. The primary drivers of the increase in general and administrative expense related to increased expenses from recruiting, insurance, independent contractors, and travel to job sites.

Impairment of Cryptocurrencies

As discussed in “— Critical Accounting Policies and Estimates — Accounting for Bitcoin” below, GRIID records impairment on its bitcoin holdings when it is determined an impairment exists. At that time, the amount of the impairment is determined as the amount by which the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. Due to bitcoin’s price volatility, GRIID’s impairment has fluctuated significantly throughout the years ended December 31, 2021 and 2020. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. More specifically, the chart below depicts the end of day historical spot rates for bitcoin since January 1, 2020 through December 31, 2021. For

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each day for which there was a decline in the end of day spot rate, GRIID recorded an impairment loss for any holding for which the carrying value was greater than the end of day spot rate.

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Realized Gain (Loss) on Sale of Cryptocurrencies

GRIID recognizes gains or losses upon the sale of bitcoin. GRIID realized $16.5 million in gains on sale of cryptocurrencies for the year ended December 31, 2021, a $15.1 million increase from $1.4 million for the same period in 2020, as GRIID strategically sold bitcoin it was holding to fund operations and expansion, during which timeframe the spot rate of bitcoin had been increasing.

Gain (Loss) on Disposal of Property and Equipment

GRIID had a gain on disposal of property and equipment of $1.0 million during the year ended December 31, 2021, compared to a loss on disposal of property and equipment of $0.5 million during the year ended December 31, 2020

Loss on Change in Fair Value of Embedded Derivative

GRIID’s cryptocurrency notes payable were carried at amortized cost and the associated embedded derivative was carried at fair value on GRIID’s consolidated balance sheets. During the years ended December 31, 2021 and 2020, GRIID recorded losses of approximately $7.1 million and $10.1 million, respectively, on the change in the fair value of the embedded derivative, as the price of bitcoin increased. The cryptocurrency notes payable were amended and restructured during the third quarter of 2021, and, as a result, the bitcoin-denominated loans were replaced with U.S. dollar-denominated debt funding.

Loss on Change in Fair Value of Warrant Liability

GRIID’s loss on change in fair value of warrant liability increased to $0.6 million during the year ended December 31, 2021 compared to approximately $0.0 million during the same period in 2020 as a result of warrants issued in connection with the amendment to the credit agreement.

Loss on Extinguishment of Debt

GRIID’s loss on extinguishment of debt increased to $19.8 million during the year ended December 31, 2021 compared to approximately $0.0 million during the same period in 2020 as a result of warrants issued, and

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an origination fee of $8.0 million paid, in connection with the amendment to GRIID’s loan agreement. See “—Liquidity and Capital Resources” below.

Interest Expense, Net of Interest Income

GRIID’s interest expense, net of interest income increased to $4.2 million during the year ended December 31, 2021 from $1.3 million during the same period in 2020 as a result of an increased borrowing base. See “—Cash, Cash Equivalents and Cash Flows” below.

Income Tax Expense

GRIID’s income tax expense increased to $0.8 million during the year ended December 31, 2021 from approximately $0.0 million during the same period in 2020 as a result of increased taxable income in certain states which do not recognize disregarded entities.

Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Company’s Consolidated Financial Statements for the years ended December 31, 2022 and 2021 repectively, the Company has restated its Consolidated Financial Statements with respect to the treatment of the cryptocurrency sale proceeds and net gain or loss on sale of cryptocurrencies.

There is a restatement related to the reclass in the recognition of realized gain or loss in sale of cryptocurrencies as well as proceeds from the sale of cryptocurrencies. The Company utilizes all sales of cryptocurrencies for the their operations and therefore, needed to reclass the realized gain on sale of cryptocurrencies from other income (expenses) on the consolidated statements of operations to income (loss) from operations. The Company also reclassed the proceeds from the sale of cryptocurrencies from investing activities to operating activities on the consolidated statements of cash flows. The restatement did not result in any change in total net income (loss) from operations or the cash balances for the years ended December 31, 2022 and 2021, respectively, as well as the three and nine-months ended September 30, 2022 and 2021, respectively.

The cumulative effect of the restatements on the Consolidated Statements of Operations and the Consolidated Cash Flows for the years ended December 31, 2021 and 2020, respectively, are summarized in the following tables:

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)


	Year Ended December 31, 2021
	As Reported			Adjustment			As Restated
Total Revenue, net	$	30,826		$	—		$	30,826
Total operating expenses		27,548			(16,451	)		11,097
(Loss) income from operations		4,234			(16,451	)		20,685
Total other (expense) income		(15,094	)		(16,451	)		(31,545	)
(Loss) income before income taxes		(10,860	)		—			(10,860	)


	Year Ended December 31, 2020
	As Reported			Adjustment			As Restated
Total Revenue, net	$	2,815		$	—		$	2,815
Total operating expenses		6,093			(1,354	)		4,739
(Loss) income from operations		(3,743	)		(1,354	)		(2,389	)
Total other (expense) income		(9,966	)		(1,354	)		(11,320	)
(Loss) income before income taxes		(13,709	)		—			(13,709	)

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GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)


	Year Ended December 31, 2021
	As Reported			Adjustment			As Restated
Beginning balance of cash	$	31		$	—		$	31
Net cash provided by (used in) operating activities		(14,819	)		27,173			12,354
Net cash used in investing activities		3,502			(27,173	)		(23,671	)
Ending cash balance		609			—			609


	Year Ended December 31, 2020
	As Reported			Adjustment			As Restated
Beginning balance of cash	$	3,679		$	—		$	3,679
Net cash provided by (used in) operating activities		(2,500	)		2,418			(82	)
Net cash used in investing activities		(9,536	)		(2,418	)		(11,954	)
Ending cash balance		31			—			31

Non-GAAP Financial Measures

In addition to results determined in accordance with GAAP, GRIID believes Adjusted EBITDA is a useful non-GAAP measure in evaluating its operational performance. GRIID believes that non-GAAP financial information, when taken collectively with GAAP financial information, may be helpful to investors in assessing GRIID’s operating performance. These results should be considered in addition to, but not as a substitute for, results reported in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial statements, which have been prepared in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure defined as our net income (loss), adjusted to eliminate the effect of (i) interest income, interest expense, and other income (expense), net; (ii) provision for income taxes; (iii) depreciation and amortization; and (iv) certain additional non-cash and non-recurring items. We believe Adjusted EBITDA is an important measure because it allows management, investors, and our board of directors to analyze and evaluate our operating results, including our return on capital and operating efficiencies, from period-to-period. In addition, Adjusted EBITDA provides useful information to investors and potential investors to enable them to understand and evaluate our results of operations, as well as to provide a useful measure for period-to-period comparisons of our business, as it removes the effect of net interest income (expense), certain non-cash items, variable charges, and timing differences. Note that no provision for income taxes is currently added back as GRIID is a limited liability company and GRIID’s taxable income is allocated to its members for income tax reporting purposes. Moreover, we have included Adjusted EBITDA in this proxy statement/prospectus because it represents a key measurement used by our management internally to make operating decisions, evaluate performance, and perform strategic and financial planning.

The aforementioned items are excluded from our Adjusted EBITDA measure because they are non-cash in nature, and because the amount and timing of these items are unpredictable, not driven by our core results of operations, and render comparisons with prior periods less meaningful. However, investors and potential investors should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating this measure. Our presentation of this measure should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Further, this non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

We compensate for these limitations by relying primarily on GAAP results and using Adjusted EBITDA on a supplemental basis. Our computation of Adjusted EBITDA may not be comparable to other similarly titled

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measures computed by other companies because not all companies calculate this measure in the same fashion. Investors and potential investors should review the reconciliation of net income (loss) to Adjusted EBITDA (as presented below) and not rely on any single financial measure to evaluate our business.

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021.


All numbers in thousands	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
Net (loss) Income	$	(23,659	)	$	1,128	$	(36,961	)	$	5,097
Adjustments:
Interest expense, net		17,952			890		22,756			2,564
Income tax benefit		(151	)		—		(294	)		—
Depreciation and amortization		1,863			755		5,323			2,251
(Gain) loss on disposal of property and equipment		(90	)		88		(153	)		(948	)
Loss on change in fair value of embedded derivative		—			4,045		—			7,109
Loss on contingency		—			—		438			—
Gain on change in fair value of warrant liability		1,539			—		513			—

Adjusted EBITDA	$	(2,546	)	$	6,906	$	(8,378	)	$	16,073

GRIID’s Adjusted EBITDA decreased from $6.9 million to a loss of $2.5 million during the three months ended September 30, 2022 compared to the same period in 2021. GRIID’s Adjusted EBITDA decreased from $16.1 million to a loss of $8.4 million in the nine months ended September 30, 2022 compared to the same period in 2021. These decreases were primarily the result of increased payroll and facility charges, higher interest paid with the amendment of debt, increased depreciation charges associated with increases in capitalized assets and a loss on the change in fair value of warrant liability. GRIID’s significant Adjusted EBITDA adjustments are primarily non-cash in nature and primarily consist of interest expense, depreciation and amortization, gains on disposal of property and equipment and the change in the fair value of the warrant liability.

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2021 and 2020.


All numbers in thousands	Year Ended December 31, 2021			Year Ended December 31, 2020
Net loss	$	(11,635	)	$	(13,709	)
Adjustments:
Interest expense, net		4,231			1,275
Income tax expense (benefit)		775			—
Depreciation and amortization		3,335			1,746
(Gain)/loss on disposal of property and equipment		(956	)		465
Gain on paycheck protection program loan forgiveness		(193	)		—
Increase in fair value of embedded derivative		7,108			10,182
Loss on change in fair value of warrant liability		586			—
Loss on extinguishment of debt		19,824			—

Adjusted EBITDA	$	23,075		$	(41	)

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GRIID’s non-GAAP financial measure is not meant to be considered in isolation and should be read only in conjunction with GRIID’s consolidated financial statements, which have been prepared in accordance with GAAP.

GRIID’s Adjusted EBITDA increased to $23.1 million in the year ended December 31, 2021 from a loss of $41,000 in the same period in 2020. Adjusted EBITDA adjustments are primarily non-cash in nature and primarily consist of interest expense, depreciation and amortization, gains on disposal of property and equipment, impairment of mining equipment and cryptocurrency, the change in the fair value of the warrant liability and loss on extinguishment of debt.

Critical Accounting Policies and Estimates

GRIID believes the following accounting policies are most critical in understanding and evaluating this management discussion and analysis:

Accounting for Bitcoin

Bitcoin is included in current assets in the accompanying consolidated balance sheets. Bitcoin holdings are classified as indefinite-lived intangible assets in accordance with Accounting Standards Codification No. 350, Intangibles—Goodwill and Other. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Events or circumstances that may trigger an impairment assessment other than annually include but are not limited to material changes in the regulatory environment, potential technological changes in digital currencies, and prolonged or material changes in the price of bitcoin below the carrying cost of the asset. Upon determining an impairment exists, the amount of the impairment is determined as the amount by which the carrying amount exceeds its fair value, which is measured using the quoted price of the bitcoin as of the measurement date. In testing for impairment, GRIID performs quantitative impairment test to determine if an impairment exists. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. We assess our bitcoin holdings daily and determine if impairment exists, upon which the bitcoin is written down to fair market value. As of September 30, 2022, GRIID’s digital assets consisted of approximately 31 bitcoin compared to 363 bitcoin as of December 31, 2021. The spot rate for bitcoin was $19,596 and $46,218 as of September 30, 2022 and December 31, 2021, respectively.

Revenue associated with bitcoin awarded to us through our mining activities is accounted for in accordance with our revenue recognition policy as detailed below and is included as a non-cash item within operating activities in the accompanying consolidated statements of cash flows. GRIID accounts for sales of bitcoin using the first in, first out (“FIFO”) method of accounting. Realized gains and losses from the sale of bitcoin in an exchange for cash are recorded in other income (expense) in the accompanying consolidated statements of operations.

While management uses available information to evaluate and recognize impairment losses on bitcoin, further reductions in the carrying amounts may be necessary based on the changes in the underlying value of bitcoin.

Liquidity and Capital Resources

As of September 30, 2022, GRIID had cash of $2.1 million and cryptocurrency holdings (at cost and net of impairment reserves) of $0.6 million, which are available to fund future operations.

In September 2021, GRIID entered into the Second Amended and Restated Loan Agreement with Blockchain Access, for an aggregate amount up to $126.7 million, consisting of a first tranche loan of $43.7 million, and a second tranche loan of $83.0 million, each with a maturity date of September 23, 2025. The

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proceeds from the first tranche loan were used to repay in dollars the aggregate outstanding balance under the existing notes payable agreement of $33.7 million, and to pay an initial deposit of $10.0 million pursuant to a separate supply agreement with a vendor.

On November 19, 2021, certain GRIID subsidiaries and Griid Infrastructure LLC entered into the prior credit agreement with certain lenders and Blockchain Access, as agent.

In June 2022, in a series of correspondence, Blockchain Access asserted that GRIID was in default of its obligations under the prior credit agreement.

GRIID Infrastructure LLC and certain GRIID subsidiaries (collectively, the “Borrowers”) entered into the credit agreement with Blockchain Access, as agent and lender. The credit agreement amended and restated the prior credit agreement in its entirety. In connection with the entry into the credit agreement, Blockchain Access waived any potential defaults under the prior credit agreement.

The following summary of the material terms of the credit agreement is qualified in its entirety by reference to the full text of the credit agreement, which is filed as Exhibit 10.8.1 to the registration statement of which this proxy statement/prospectus forms a part and is incorporated herein by reference.

General. The credit agreement provides for a restructured senior secured term loan (the “loan”) in the amount of $57,433,360, which represents the outstanding obligations under the prior credit agreement after giving effect to the credit agreement. Blockchain Access does not have any commitment to extend additional credit to GRIID under the credit agreement.

Maturity. The maturity date of the loan is September 23, 2025.

Supplemental Warrant. In connection with the credit agreement, GRIID issued to Blockchain, an affiliate of Blockchain Access, the Blockchain warrant, exercisable for 1,377,778 Class B Units of GRIID, which number of Class B units will be adjusted immediately prior to closing of the merger such that the number of Class B Units, when exchanged for merger consideration, will equal 10% of the issued and outstanding common stock of New GRIID immediately following the closing of the merger. The Blockchain warrant replaces all prior warrants issued by GRIID or its affiliates to Blockchain or its affiliates.

Use of Proceeds. The proceeds of the loan represented a refinancing of the existing indebtedness under the prior credit agreement. No additional funds were advanced by Blockchain Access in connection with the credit agreement.

Guarantees. The obligations of the Borrowers under the credit agreement are guaranteed by each of the other Borrowers, and are secured by first priority liens on and security interests in substantially all of the assets of the Borrowers.

Interest. The loan bears interest at a rate equal to 10% per annum. Upon an event of default, the interest rate would increase by 2.00%.

Voluntary Prepayments. The Borrowers are able to voluntarily repay the outstanding loan.

Mandatory Prepayments. The Borrowers are required to repay the outstanding loan in an amount equal to 25% of the net proceeds of certain issuances of equity in excess of $25,000,000. In addition, if the Borrowers sell, transfer or otherwise dispose of certain assets in a manner not permitted under the credit agreement or suffer an event of loss, as such term is defined in the credit agreement, the Borrowers must apply the net proceeds thereof to prepay outstanding loans, subject to certain reinvestment rights set forth in the credit agreement.

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Covenants/Events of Default. The credit agreement includes certain affirmative and negative covenants (in each case subject to baskets and exceptions set forth in the credit agreement), including, among other things: (i) requirements to deliver financial statements, other reports and notices; (ii) restrictions on the existence or incurrence and repayment of indebtedness by the Borrowers; (iii) restrictions on the existence or incurrence of liens by the Borrowers; (iv) restrictions on the Borrowers making certain restricted payments; (v) restrictions on the Borrowers making certain investments; (vi) restrictions on certain mergers, consolidations and asset dispositions; and (vii) restrictions on transactions with affiliates. Subject to customary grace periods and notice requirements, the credit agreement also contains certain customary events of default, including: (i) failure to make required payments; (ii) material inaccuracy of representations and warranties; (iii) failure to comply with certain agreements or covenants; (iv) defaults under certain other indebtedness or material agreements; (v) certain events of bankruptcy and insolvency; (vi) existence of outstanding material judgments; (vii) failure to create or maintain validly perfected first priority liens in a material portion of collateral; and (viii) invalidity of the loan documents.

From September to December 2022, GRIID issued unsecured promissory notes in the aggregate principal amount of $5,302,500 with an interest rate of 15.0% per annum and a maturity date of one year from the date of issuance of the promissory notes. In connection with the issuance of the promissory notes, GRIID also issued to the holders of the promissory notes warrants to purchase an aggregate of 176,870 Class B units of GRIID at an exercise price of $0.01 per Class B unit. The number of Class B units exercisable under such warrants is subject to adjustment to a number of Class B units that when exchanged for merger consideration in the merger will equal an aggregate of 1.32563% of the outstanding equity interests in New GRIID immediately following the closing of the merger.

Sources of Liquidity

To date, we have financed our operations primarily through issuance of dollar and bitcoin-denominated debt and sales of mined bitcoin. We continue to have access to several sources of liquidity to supplement cash flow from operations including private debt and equity capital markets, secured borrowing (subject to the satisfaction of certain conditions precedent), equipment financing and bitcoin-based financing. In the near term, we expect to continue to increase investing activities as we build out and expand our facilities and purchase additional miners. Proceeds from the merger, if any, will fortify our consolidated balance sheet and support our continued investing activity. Assuming no further redemptions by ADEX stockholders, gross cash expected to be generated by the merger and held in trust is $25 million. Ultimate cash inflow to GRIID from the merger will depend on the amount of additional ADEX stockholder redemptions, which will reduce cash proceeds to GRIID to the extent they occur, and transaction expenses.

Funding Our Operations

We expect to continue to generate revenues from the mining of bitcoin. The funding of our operations on a go-forward basis will depend significantly on our ability to continue to mine bitcoin and on the spot price of the bitcoin we mine. We expect to continue to periodically liquidate bitcoin holdings to generate cash for operating and investing activities. Generating bitcoin mining revenues that exceed our utility and overhead costs will determine our ability to report profit margins related to such mining operations, although accounting for our reported profitability is significantly complex.

The ability to raise funds through equity, debt or sale of bitcoin to maintain our operations is subject to many risks and uncertainties and, even if we were successful, future equity issuances would result in dilution to our existing stockholders and any future debt or debt securities may contain covenants that may limit our operations or ability to enter into certain transactions. Our ability to realize revenue through bitcoin mining and to successfully convert bitcoin into cash to fund operations is subject to a number of uncertainties, including regulatory, financial and business risks, many of which are beyond our control. Additionally, we have observed significant historical volatility in the spot price of bitcoin and, as such, future prices cannot be predicted. If we

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are unable to generate sufficient revenue from our bitcoin mining or, when needed, to secure additional sources of funding, it may be necessary to significantly reduce our current rate of spending or explore other strategic alternatives. As a result, we believe that there is substantial doubt about GRIID’s ability to remain a going concern absent (a) a significant capital raising event, (b) a significant increase in the value of bitcoin and/or (c) a significant reduction of our operating expenses.

Cash and Cash Flows for the Three Months and Nine Months Ended September 30, 2022 and 2021

Our principal uses of cash since GRIID’s inception in 2018 have been funding our operations and investing in capital expenditures, including miners and two new mining facilities. The following table presents cash and cash provided by (used in) operating, investing, and financing activities during the three and nine months ended September 30, 2022 and 2021:


All numbers in thousands	Three Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2022			2021			2022			2021
Beginning balance of cash	$	1,077		$	354		$	286		$	31
Net cash used in operating activities		6,297			2,568			19,011			3,056
Net cash provided by (used in) investing activities		(7,554	)		(12,112	)		(27,008	)		(12,277	)
Net cash provided by financing activities		2,250			9,895			9,781			9,895

Ending balance of cash	$	2,070		$	705		$	2,070		$	705

Operating Activities

Net cash provided by operating activities of $6.3 million during the three months ended September 30, 2022 was driven primarily by net loss of $23.7 million adjusted for the net effect of non-cash items consisting primarily of cryptocurrency mining of $2.6 million, loss in warrant liability of $1.5 million, offset by non-cash interest expense of $18.0 million, and depreciation and amortization of $1.9 million. The increase in cash from working capital was driven primarily by proceeds from sale of cryptocurrencies of $2.3 million, a decrease in deposits of $4.7 million, a decrease in prepaid expenses of $1.4 million, increased accounts payable of $3.5 million and increased accrued expenses and other current liabilities of $1.2 million.

Net cash provided by operating activities of $2.6 million during the three months ended September 30, 2021 was driven primarily by a non-cash item of cryptocurrency mining of $7.4 million and impairment of cryptocurrencies of $1.3 million, as well as net income of $1.1 million and the sale of cryptocurrencies of $6.7 million.

Net cash provided by operating activities of $19.0 million during the nine months ended September 30, 2022 was driven primarily by net loss of $37.0 million adjusted for the net effect of non-cash items consisting primarily of cryptocurrency mining of $12.3 million, realized gain on sale of cryptocurrencies of $2.5 million, loss on change in fair value of warrant liability of $0.5 million, partially offset by impairment of cryptocurrencies of $4.7 million, non-cash interest expense of $22.8 million, and depreciation and amortization of $5.3 million. The increase in cash from working capital was driven primarily by proceeds from sale of cryptocurrencies of $24.5 million, a decrease in deposits of $5.2 million, a decrease in prepaid expenses of $1.5 million, increased accounts payable of $8.8 million and an increase in other accrued liabilities of $2.0 million.

Net cash provided by operating activities of $3.1 million during the nine months ended September 30, 2021 was driven primarily by a non-cash item for cryptocurrency mining of $21.2 million, realized gain of $9.7 million on sale of cryptocurrencies, partially offset by, change in fair value of embedded derivative of $7.1 million, impairment of cryptocurrencies of $5.7 million, depreciation and amortization of $2.3 million and proceeds from sale of cryptocurrencies of $12.1 million.

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Investing Activities

Net cash used by investing activities during the three months ended September 30, 2022 was $7.6 million, primarily consisting of purchase of property and equipment of $7.5 million. Net cash used by investing activities during the three months ended September 30, 2021 was $2.3 million, primarily consisting of the purchases of property and equipment of $1.9 million and deposits for purchases of property and equipment of $10.2 million.

Net cash used by investing activities during the nine months ended September 30, 2022 was $27.0 million, primarily consisting of the purchases of property and equipment of $20.0 million and deposits for purchases of property and equipment of $7.4 million. Net cash used by investing activities during the nine months ended September 30, 2021 was $12.3 million, primarily consisting of the proceeds from disposal of property and equipment of $1.1 million, offset with purchases of property and equipment of $3.0 million and deposits for purchases of property and equipment of $10.4 million.

Financing Activities

Net cash provided by financing activities was $2.3 million during the three months ended September 30, 2022 and $9.8 million for the nine months ended September 30, 2022 primarily related to proceeds from the issuance of debt. Net cash provided by financing activities was $9.9 million during the three and nine months ended September 30, 2021 primarily related to proceeds from the issuance of debt.

Cash and Cash Flows for the Years Ended December 31, 2021 and 2020

The following table presents cash and cash provided by (used in) operating, investing, and financing activities during years ended December 31, 2022 and 2021:


All numbers in thousands	Year Ended December 31, 2021			Year Ended December 31, 2020
Beginning balance of cash	$	31		$	3,679
Net cash used in operating activities		12,354			(82	)
Net cash provided by (used in) investing activities		(23,671	)		(11,954	)
Net cash provided by financing activities		11,895			8,388

Ending balance of cash	$	609		$	31

Net cash provided by operating activities of $12.4 million during the year ended December 31, 2021 was driven primarily by net loss of $11.6 million adjusted for the net effect of non-cash items consisting primarily of loss on extinguishment of debt of $19.8 million, impairment of cryptocurrencies of $7.3 million, loss on change in fair value of embedded derivative of $7.1 million, depreciation and amortization of $3.3 million, and non-cash interest expense of $3.0 million, partially offset by realized gain on sale of cryptocurrencies of $16.5 million and cryptocurrency mining of $30.6 million. The increase in cash from working capital was driven primarily by proceeds from sale of cryptocurrencies of $21.2 million as well as increased accounts payable, accrued expenses and other current liabilities of $3.4 million.

Net cash used in operating activities of $2.9 million during the year ended December 31, 2020 was driven primarily by net loss of $13.7 million adjusted for the net effect of non-cash items consisting primarily of loss on change in fair value of embedded derivative of $10.2 million, depreciation and amortization of $1.8 million, partially offset by realized gain on sale of cryptocurrencies of $1.3 million. The increase in cash from working capital was driven primarily by purchases of cryptocurrencies of $2.8 million, partially offset by proceeds received from the sale of cryptocurrencies of $2.4 million, decreased deposits of $1.1 million and increased accrued expenses and other current liabilities of $0.6 million.

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Investing Activities

Net cash used in investing activities during the year ended December 31, 2021 was ($23.7) million, primarily consisting of the proceeds received from the disposal of property and equipment of $7.8 million.

Net cash used in investing activities during the year ended December 31, 2020 was $9.5 million, primarily consisting of purchases of property and equipment of $9.6 million and proceeds from the sale of property and equipment of $0.4 million.

Financing Activities

For the year ended December 31, 2021, net cash provided by financing activities was $11.9 million primarily related to $12.0 million in proceeds from the issuance of debt.

For the year ended December 31, 2020, net cash provided by financing activities was $8.4 million, primarily related to $8.1 million of proceeds from the issuance of U.S. dollar-denominated debt, $2.4 million from bitcoin-denominated debt (which was advanced in U.S. dollars), $0.2 million received in April 2020 for a PPP loan through the SBA, and $0.2 million from a grant. GRIID also repaid $2.5 million of its revolving line of credit during 2020.

Operating and Capital Expenditure Requirements

Our future capital requirements will depend on many factors including our revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts, the timing and extent of additional capital expenditures to invest in the expansion of existing facilities as well as new facilities. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected.

Emerging Growth Company Status

GRIID qualifies as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as GRIID is an emerging growth company, we will not be required to:

•

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•

have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

•

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency” and pay ratio; and

•

disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying

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with new or revised accounting standards. As a result, GRIID may adopt new or revised accounting standard by the date private companies are required to comply.

GRIID will continue to be an emerging growth company for five fiscal years unless total annual gross revenues exceed $1.235 billion, GRIID issues more than $1 billion in debt in a three-year period or it becomes a large accelerated filer, as defined in the Exchange Act Rule 12b-2. Large accelerated filers have a number of criteria to meet, with a significant criterion of having aggregate worldwide common equity held by non-affiliates of greater than $700 million.

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MARKET, INDUSTRY, OTHER DATA AND CERTAIN KEY METRICS

This proxy statement/prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our products, some of which are based on industry publications and studies conducted by third parties and some of which are based on GRIID’s management’s estimates and calculations. These industry publications and third-party studies generally state that the information they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we and GRIID believe that each of these publications and third-party studies is reliable, neither we nor GRIID has have not independently verified the market and industry data obtained from these third-party sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in our forecasts or estimates or those of independent third parties. While we and GRIID believe GRIID’s internal research is reliable and the definitions of GRIID’s market and industry are appropriate, neither such research nor these definitions have been verified by any independent source. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in our forecasts or estimates or those of independent third parties.

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MANAGEMENT AFTER THE MERGER

Upon the closing of the merger, the business and affairs of New GRIID will be managed by or under the direction of the board of directors of New GRIID. The executive officers and directors of New GRIID, their ages as of September 30, 2022, and their positions upon the closing of the merger will be the following:


Name	Age		Position(s)
James D. Kelly III		34	Chief Executive Officer and Director
Dwaine Alleyne		40	Chief Technology Officer
Michael W. Hamilton		41	Chief Research Officer
Gerard F. King II		65	Chief Operating Officer
Allan J. Wallander		61	Chief Financial Officer and Secretary
Cristina Dolan		61	Director
Sharmila Kassam		49	Director
David L. Shrier		49	Director
Neal Simmons		47	Director
Sundar Subramaniam		56	Director
Tom Zaccagnino		48	Director

James D. Kelly III founded GRIID in May 2018 and has served as its Chief Executive Officer and sole Manager since that time. From November 2015 to July 2018, Mr. Kelly served as Vice President of Sales & Growth for Ziften Technologies Inc., a cybersecurity software company. From April 2013 to November 2015, Mr. Kelly served as Product Manager for OpenDNS, a company that provides recursive DNS service and enterprise cybersecurity products that was acquired by Cisco Systems, Inc. in August 2015. Mr. Kelly earned a Bachelor of Science degree in Mathematics and Statistics and Systems Analysis from Miami University. Mr. Kelly is well qualified to serve as a director due to his extensive experience managing technology companies and his experience founding and managing GRIID.

Dwaine Alleyne has served as GRIID’s Chief Technology Officer since April 2021. From October 2017 to April 2021, Mr. Alleyne served as an advisor and investor to various early-stage companies in the non-profit, financial, and technology sectors. From April 2016 to October 2017, Mr. Alleyne served as Chief Data Officer within Nex Group, a financial technology and financial service company. In May 2011, he co-founded Enso Financial Analytics, a company that provides innovative cloud-based treasury solutions to investment firms. Mr. Alleyne earned a Bachelor of Science degree in Computers and System Engineering from Rensselaer Polytechnic Institute.

Michael W. Hamilton has served as GRIID’s Chief Research Officer since April 2021 and served as GRIID’s Chief Technology Officer from August 2019 to March 2021. From March 2015 to August 2018, Mr. Hamilton served in various executive roles, including Chief Executive Officer, Chief Product Officer and Senior Vice President of Product, at Ziften Technologies Inc., a cybersecurity software company. From September 2013 to February 2015, Mr. Hamilton served as Director of Product Marketing for 21CT Inc., a company that develops and markets computer software. Mr. Hamilton earned a Bachelor of Science degree in Electrical Engineering from the University of Texas at Austin, and an M.B.A. from the University of Texas at Austin.

Gerard F. King II has served as GRIID’s Chief Operating Officer since April 2021. From November 2013 to September 2018, Mr. King served as Chief Operating Officer of Vets First Choice, a provider of technology-enabled healthcare services for companion and equine veterinary practitioners. From February 2007 to November 2011, Mr. King serviced as Chief Operating Officer for WHERE, Inc., a location based media company. Since March 2020, Mr. King has served as a member of the board of directors of Defendify, Inc., a private company that provides an all-in-one cybersecurity platform. Mr. King earned a Bachelor of Arts degree in History from Tufts University and a Master of Science degree in Computer Information Systems from Bentley College.

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Allan J. Wallander has served as GRIID’s Chief Financial Officer and Secretary since February 2021. From May 2020 to June 2021, Mr. Wallander served as Chief Financial Officer of Factorial Energy Inc., a privately-held EV battery maker. From January 2019 to July 2021, Mr. Wallander served as Chief Financial Officer of Southern Distilling Company, a distiller of Southern Star Bourbon Whiskeys & Liqueurs. From October 2018 to July 2021, Mr. Wallander served as Chief Financial Officer of Folio Photonics, Inc., a data storage company. From October 2011 to July 2021, Mr. Wallander served as Chief Financial Officer of ScopiaRX, LLC, a company that provides a cloud-based analytics service that identifies drug-related risks when taking multiple medications. From August 2018 to January 2021, Mr. Wallander served as Chief Financial Officer of Aperity, Inc., a company that provides B2B sales intelligence solutions for Beverage Alcohol sales teams. From August 2018 to September 2020, Mr. Wallander served as Chief Financial Officer of 7Signal, Inc., a leader in enterprise wireless experience monitoring and management. From August 2017 to June 2020, Mr. Wallander served as Chief Financial Officer of Standard Bariatrics, Inc., a company that focuses on the development and commercialization of medical devices for the surgical treatment of obesity. From October 2016 to January 2018, Mr. Wallander served as Chief Financial Officer of Patient Home Monitoring, Inc., an at-home healthcare company. Mr. Wallander earned a Bachelor of Science in Accounting and an M.B.A. from Marquette University.

Cristina Dolan will serve as a director of New GRIID following the closing of the merger. In September 2018, Ms. Dolan co-founded Additum Blockchain, a European “Value Based Healthcare” ecosystem utilizing IoT, AI and blockchain-enabled reward tokens to improve patient outcomes. In February 2017, Ms. Dolan founded InsideChains, and has served as its Chief Executive Officer since its founding. Since February 2021, Ms. Dolan has served as Head of Alliances at RSA NetWitness, a cybersecurity platform using AI and machine learning to enable organizations to quickly detect and respond to threats. Since January 2020, Ms. Dolan has served as a Board advisor to Crayonic, a company that develops secure digital identity solutions, and since 2020, she has served as a Board advisor to WISeKey, Inc., a leading global cybersecurity company currently deploying large scale digital identity ecosystems for people and objects using Blockchain, AI and IoT (Nasdaq:WKEY). Since January 2017, Ms. Dolan has served as an advisor to 1843 Capital, a venture capital fund investing in early stage technology companies. Ms. Dolan earned a Master of Media Arts and Sciences from the Massachusetts Institute of Technology. Ms. Dolan is well qualified to serve as a director due to her extensive experience in the cryptocurrency industry, and bitcoin in particular.

Sharmila Kassam will serve as a director of New GRIID following the closing of the merger. She has served as a member of ADEX’s board of directors since October 2020. Ms. Kassam is a proven business professional and institutional investor. Since November 2021, Ms. Kassam has served as Chief Operating Officer of Nasdaq Asset Owner Solutions. In September 2019, Ms. Kassam founded Aligned Capital Investing, a consulting firm focused on global institutional investors and investment managers. Ms. Kassam has also served as Advisory Board Member at Sweetwater Private Equity since August 2020, as Hedge Fund Board Member at Foundation Credit Opportunities since November 2019, as a policy advisor and instructor for Institutional Limited Partners Association (ILPA) since July 2015 and as Senior Fellow at Milken Institute Center for Financial Markets since September 2019. Ms. Kassam was formerly the deputy Chief Investment Officer at the Employees Retirement System of Texas (ERS) where she worked for over a decade from January 2008 until May 2019. Ms. Kassam is a licensed certified public accountant and also licensed to practice law in California and Texas. Ms. Kassam graduated from the University of Texas at Austin, where she received a Bachelor of Business Administration in accounting, with honors, and a J.D. from the University of Texas at Austin. Ms. Kassam is well qualified to serve as a director due to her extensive experience in finance and capital investments across various industries and her contacts and relationships.

David Shrier will serve as a director of New GRIID following the closing of the merger. He has served as ADEX’s President, Chief Executive Officer and as a member of its board of directors since October 2020. Mr. Shrier is currently the Executive Chairman of Esme Learning Solutions, Inc., an artificial intelligence-enabled workforce transformation company that partners with the world’s top universities to reskill professionals for the Fourth Industrial Revolution, a role he holds since forming the company with Ms. Elizabeth Porter, ADEX’s Chief Technology Officer and Secretary, in February 2019. Mr. Shrier also serves as a board member of

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fintech company Mode Global Holdings PLC (LSE: MODE) and Esme Learning. Adit is a significant investor in Esme Learning. He was a non-executive director of crypto infrastructure company Copper Technologies (UK) Ltd from November 2020 to January 2022, and continues to serve as a Senior Advisor, and has served as strategic advisor to two startup companies, Particle Ink and Dandelion Science since December 2021. Mr. Shrier was co-founder of Riff Analytics, an artificial intelligence collaboration software company (where Adit is also an investor) that was acquired by Esme Learning in November 2021, and served as its chairman of the board of directors from its inception in June 2017 until July 2020. Riff Analytics was acquired by Esme Learning in November 2021. Mr. Shrier holds a part-time appointment as a Professor of Practice in the Department of Management & Innovation at Imperial College London Business School which he began in December 2020, where (among other initiatives) he leads the Institutional Digital Assets Project, providing insight into crypto and blockchain use cases and technologies. From August 2017 to July 2021, Mr. Shrier held a part-time appointment as Associate Fellow with Saïd Business School, University of Oxford, where he created and launched the Oxford Fintech and Oxford Blockchain Strategy Programmes online, as well as Oxford Fintech Lab. Between February 2013 and November 2020, Mr. Shrier held a variety of instructional and administrative roles at the Massachusetts Institute of Technology, including New Ventures Officer, Managing Director, Connection Science & Engineering and most recently, Lecturer, Media Arts & Sciences. Previously, Mr. Shrier has held a variety of management roles in privately funded companies including, most recently, Distilled Identity, where he served as Chief Executive Officer from June 2017 to May 2020. Since September 2017, Mr. Shrier has served as a member of FINRA’s fintech advisory Committee. Mr. Shrier is a senior advisor to the UK government’s Revenue & Customs department (HMRC) since December 2019 as well as UK Department for International Trade’s fintech steering board since March 2018. Since October 2020, Mr. Shrier has also been an advisor to the European Parliament’s Science & Technology Committee, which is chaired by Eva Kaili. Mr. Shrier is also on the advisory board for WorldQuant University, which offers a totally free online master’s degree in financial engineering, where he has served since April 2016. Mr. Shrier is well qualified to serve as a director due to his extensive experience managing technology companies, his experience in crypto and blockchain, and his contacts and relationships.

Neal Simmons will serve as a director of New GRIID following the closing of the merger. Since May 2020, Mr. Simmons has served as President and Chief Executive Officer of Eagle Creek Renewable Energy LLC, a company that acquires, enhances and operates small hydroelectric power facilities, and from October 2019 until May 2020 served as its Senior Vice President. From April 2015 until October 2019, Mr. Simmons served as Senior Vice president of Cube Hydro Partners, a company that invests in, develops, and modernizes hydroelectric facilities and provides consulting services on project management, regulation, and development of clean energy resources, with a focus on hydroelectric power. Mr. Simmons earned a Bachelor of Engineering degree from Bucknell University and a Doctor of Philosophy in Mechanical Engineering and Materials Science degree from Duke University. Mr. Simmons is well qualified to serve as a director due to his extensive executive experience in the energy and technology industries.

Sundar Subramaniam will serve as a director of New GRIID following the closing of the merger. Since 2000, Mr. Subramaniam has served as Managing Partner of Ifesia. Mr. Subramaniam received his Bachelor of Arts degree in Economics and Computer Science from Brandeis University, an M.B.A. from MIT and an M.S. from the Harvard-MIT Division of Health Sciences and Technology. Mr. Subramaniam is well qualified to serve as a director due to his extensive experience in finance and capital investments across various industries and his experience with financial matters in a variety of businesses.

Tom Zaccagnino will serve as a director of New GRIID following the closing of the merger. In 2012, Mr. Zaccagnino founded Muirfield Investment Partners LLC, a private investment firm, and has served as Managing partner since such time. Mr. Zaccagnino received his Bachelor of Arts degree from Yale University. Mr. Zaccagnino is well qualified to serve as a director due to his experience in finance, capital investments, as an investor, and his experience with financial matters in a variety of businesses.

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Family Relationships

There are no family relationships among any of New GRIID’s directors or executive officers.

Board Composition

New GRIID’s business and affairs will be organized under the direction of the New GRIID board of directors. It is anticipated that the New GRIID board of directors will consist of seven members upon the closing of the merger. James D. Kelly III will serve as Chair of the New GRIID board of directors. The primary responsibilities of the New GRIID board of directors will be to provide oversight, strategic guidance, counseling and direction to New GRIID’s management. The New GRIID board of directors will meet on a regular basis and additionally as required.

After the closing of the merger, the number of directors will be fixed by New GRIID’s board of directors, subject to the terms of New GRIID’s second amended and restated certificate of incorporation and amended and restated bylaws that will become effective at the effective time. Each of New GRIID’s directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Classified Board of Directors

In accordance with New GRIID’s second amended and restated certificate of incorporation, which will become effective at the effective time, New GRIID’s directors will be divided into three classes serving staggered three-year terms. At each annual meeting of stockholders, a class of directors will be subject to re-election for a three-year term. As a result, only one class of directors will be elected at each annual meeting of New GRIID’s stockholders, with the other classes continuing for the remainder of their respective three-year terms. New GRIID’s then current directors will be divided among the three classes as follows:

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the Class I directors will be David L. Shrier and Cristina Dolan, and their terms will expire at the first annual meeting of stockholders held following the closing of the merger;

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the Class II directors will be Sharmila Kassam and Neal Simmons, and their terms will expire at the second annual meeting of stockholders held following the closing of the merger; and

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the Class III directors will be Sundar Subramaniam, Tom Zaccagnino and James D. Kelly III, and their terms will expire at the third annual meeting of stockholders held following the closing of the merger.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. New GRIID’s second amended and restated certificate of incorporation and its amended and restated bylaws, which will become effective at the effective time, will authorize only New GRIID’s directors to fill vacancies on New GRIID’s board of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The classification of New GRIID’s board of directors may have the effect of delaying or preventing a change in control or management.

Role of Board in Risk Oversight

Upon the closing of the merger, risk assessment and oversight will be an integral part of New GRIID’s governance and management processes. The New GRIID board of directors will encourage management to promote a culture that incorporates risk management into its corporate strategy and day-to-day business operations. Management will discuss strategic and operational risks at regular management meetings, and conduct specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing New GRIID. Throughout the year, senior management will review these risks with the New GRIID board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and present the steps taken by management to mitigate or eliminate such risks.

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Upon the closing of the merger, the New GRIID board of directors will not have a standing risk management committee, but rather will administer this oversight function directly through the New GRIID board

of directors as a whole, as well as through various standing committees of the New GRIID board of directors that address the risks inherent in their respective areas of oversight.

While the New GRIID board of directors will be responsible for monitoring strategic risk exposure, the New GRIID audit committee will oversee management of financial reporting, compliance and litigation risks, as well as the steps management has taken to monitor and control such exposures. The New GRIID nominating and corporate governance committee will manage risks associated with the independence of the New GRIID board of directors, potential conflicts of interest and the effectiveness of the New GRIID board of directors. The New GRIID compensation committee will be responsible for overseeing the management of risks relating to New GRIID’s executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risks for New GRIID.

Director Independence

Prior to the completion of the merger, the parties undertook a review of the independence of the individuals named above as director nominees and determined that each of the director nominees of directors other than Messrs. Kelly, Shrier and Simmons will qualify as independent directors, as defined under the rules of the NYSE American, and the New GRIID board of directors will consist of a majority of “independent directors,” as defined under the rules of the SEC and the NYSE American relating to director independence requirements. In addition, New GRIID will be subject to the rules of the SEC and the NYSE American relating to the membership, qualifications, and operations of the audit committee, as discussed below.

Board Committees

Effective upon the closing of the merger, the New GRIID board of directors will have three standing committees—an audit committee, a compensation committee, and a nominating and corporate governance committee. Following the closing of the merger, copies of the charters for each committee will be available on New GRIID’s website. Information contained on or accessible through New GRIID’s website is not a part of this proxy statement/prospectus, and the inclusion of New GRIID’s website address in this proxy statement/prospectus is an inactive textual reference only.

Audit Committee

The New GRIID audit committee will consist of Sharmila Kassam, Cristina Dolan and Tom Zaccagnino. The New GRIID board of directors expects to determine that each of the members of the audit committee will satisfy the independence requirements of the NYSE and Rule 10A-3 under the Exchange Act and be able to read and understand fundamental financial statements in accordance with the NYSE rules. In arriving at this determination, the New GRIID board of directors will examine each audit committee member’s scope of experience and the nature of their prior and/or current employment.

Sharmila Kassam will serve as the chair of the audit committee. The New GRIID board of directors expects to determine that Sharmila Kassam qualifies as an audit committee financial expert within the meaning of SEC regulations.

The New GRIID audit committee will be directly responsible for, among other things:

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appointing, evaluating, and overseeing a firm to serve as New GRIID’s independent registered public accounting firm to audit New GRIID’s consolidated financial statements;

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discussing with New GRIID’s independent registered public accounting firm their independence from management;

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•

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, New GRIID’s interim and year-end operating results;

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establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

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considering the adequacy of New GRIID’s internal controls and internal audit function;

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monitoring and reviewing legal, regulatory, and administrative compliance to the extent affecting New GRIID’s financial results;

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reviewing proposed waivers of the code of business conduct and ethics for directors and executive officers;

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reviewing and recommending changes or amendments to the code of business and conduct and ethics;

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reviewing material related party transactions or those that require disclosure;

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determining and reviewing risk assessment guidelines and policies, including cybersecurity risks, financial risk exposure, and internal controls regarding information security; and

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approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

New GRIID’s compensation committee is expected to consist of Tom Zaccagnino, Sharmila Kassam and Sundar Subramaniam. Tom Zaccagnino is expected to serve as the chair of the compensation committee. The New GRIID board of directors expects to determine that each of the members of the compensation committee will be a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and will satisfy the independence requirements of the rules of the NYSE American. The compensation committee will be responsible for, among other things:

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reviewing and approving the compensation of New GRIID’s executive officers and recommending that New GRIID’s board of directors approve the compensation of New GRIID’s Chief Executive Officer;

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reviewing and recommending to the NEW GRIID’s board of directors the compensation of the New GRIID’s directors;

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administering New GRIID’s stock and equity incentive plans and overseeing regulatory compliance related to such plans;

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reviewing and approving, or making recommendations to the New GRIID’s board of directors with respect to, incentive compensation and equity plans; and

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reviewing New GRIID’s overall compensation philosophy.

Nominating and Corporate Governance Committee

New GRIID’s nominating and corporate governance committee is expected to consist of Sundar Subramaniam, Tom Zaccagnino, and Cristina Dolan. Sundar Subramaniam is expected to serve as the chair of the nominating and corporate governance committee. The New GRIID board of directors expects to determine that each of the members of New GRIID’s nominating and corporate governance committee will satisfy the independence requirements of the rules of the NYSE American.

The nominating and corporate governance committee will be responsible for, among other things:

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developing and recommending selection criteria for new directors for New GRIID’s board of directors

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identifying and recommending candidates for membership on New GRIID’s board of directors;

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•

reviewing board director independence annually and, as needed, as potential conflicts of interest arise;

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reviewing and recommending New GRIID’s corporate governance guidelines and policies;

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overseeing the process of evaluating the performance of New GRIID’s board of directors; and

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assisting New GRIID’s board of directors on corporate governance matters.

Compensation Committee Interlocks and Insider Participation

None of the intended members of New GRIID’s compensation committee has ever been an executive officer or employee of New GRIID. None of New GRIID’s intended executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that will serve as a member of the New GRIID board of directors or compensation committee.

Board Diversity

Upon the closing of this merger, the New GRIID nominating and corporate governance committee will be responsible for reviewing with the GRIID board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the New GRIID nominating and corporate governance committee, in recommending candidates for election, and the new GRIID board of directors, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including but not limited to the following:

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personal and professional integrity;

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ethics and values;

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experience in corporate management, such as serving as an officer or former officer of a publicly held company;

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professional and academic experience relevant to New GRIID’s industry;

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experience as a board member of another publicly held company;

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strength of leadership skills;

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experience in finance and accounting and/or executive compensation practices;

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ability to devote the time required for preparation, participation and attendance at board of directors’ meetings and committee meetings, if applicable;

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background, gender, age and ethnicity;

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conflicts of interest; and

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ability to make mature business judgments.

Following the closing of the merger, the New GRIID board of directors will evaluate each individual in the context of the board of directors as a whole, with the objective of ensuring that the board of directors, as a whole, has the necessary tools to perform its oversight function effectively in light of New GRIID’s business and structure.

Limitation on Liability and Indemnification Matters

New GRIID’s second amended and restated certificate of incorporation and its amended and restated bylaws, which will each become effective at the effective time, will limit New GRIID’s directors’ liability and may indemnify New GRIID’s directors and officers to the fullest extent permitted under the DGCL. The DGCL

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provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for:

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any breach of the director’s duty of loyalty to New GRIID or its stockholders;

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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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any unlawful payment of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

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any transaction from which the director derived an improper benefit.

The DGCL and New GRIID’s amended and restated bylaws provide that New GRIID will, in certain situations, indemnify New GRIID’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law.

New GRIID expects to enter into indemnification agreements with each of New GRIID’s directors and officers. These indemnification agreements may require New GRIID, among other things, to indemnify New GRIID’s directors and officers for some expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of New GRIID’s directors or officers, or any of its subsidiaries or any other company or enterprise to which the person provides services at New GRIID’s request. Subject to certain limitations, New GRIID’s indemnification agreements will also require New GRIID to advance expenses incurred by New GRIID’s directors or officers for the defense of any action for which indemnification is required or permitted.

New GRIID will maintain a directors’ and officers’ insurance policy pursuant to which New GRIID’s directors and officers will be insured against liability for actions taken in their capacities as directors and officers.

The limitation of liability and indemnification provisions in New GRIID’s second amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against New GRIID’s directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against New GRIID’s directors and officers, even though an action, if successful, might benefit New GRIID and its stockholders. Further, a stockholder’s investment may be adversely affected to the extent that New GRIID pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification is against public policy, as expressed in the Securities Act and is therefore unenforceable.

Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors

New GRIID will adopt a code of business conduct and ethics (the “Code of Conduct”), applicable to all of New GRIID’s employees, executive officers and directors. The Code of Conduct will be available on New GRIID’s website. The audit committee of the New GRIID board of directors will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. Any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on its website.

Non-Employee Director Compensation

The New GRIID board of directors expects to review director compensation periodically to ensure that director compensation remains competitive such that New GRIID is able to recruit and retain qualified directors.

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Following the closing of the merger, New GRIID intends to develop a non-employee director compensation program that is designed to align compensation with New GRIID’s business objectives and the creation of stockholder value, while enabling New GRIID to attract, retain, incentivize and reward directors who contribute to the long-term success of New GRIID.

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EXECUTIVE COMPENSATION

ADEX

Executive Compensation

We were incorporated on October 15, 2020 and none of our executive officers, directors or industry advisors have received any cash compensation for services rendered to us during the years ended December 31, 2021 and 2020, so there are no named executive officers for such year. We also pay the sponsor or its affiliate a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Our initial stockholders, officers, directors, industry advisor and any of their respective affiliates are also being reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, including the merger. Our independent directors review on a quarterly basis all payments that were made, directly or indirectly, to the sponsor, officers, directors, industry advisors or our or any of their affiliates.

Director Compensation

We currently do not provide any compensation to our directors.

GRIID Infrastructure Inc. 2023 Omnibus Incentive Plan

The merger agreement requires the ADEX board of directors to adopt, subject to stockholder approval, an equity incentive plan. For a detailed description of these requirements and the terms of the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan, see “Proposal No. 6—The Incentive Plan Proposal.” We expect to grant to certain directors and executive officers, including the individuals who will be New GRIID’s named executive officers, equity awards following the closing.

GRIID

This discussion may contain forward-looking statements that are based on GRIID’s current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that it adopts following the completion of the merger may differ materially from the currently planned programs summarized in this discussion. All unit counts in this section are shown on a pre-merger basis.

To achieve GRIID’s goals, GRIID has designed, and intends to modify as necessary, its compensation and benefits program to attract, retain, incentivize and reward talented and qualified executives who share its philosophy and desire to work towards achieving its goals.

GRIID believes its compensation program should promote the success of GRIID and align executive incentives with the long-term interests of its members. GRIID’s current compensation program consists primarily of salary, cash bonus, and profits interests.

GRIID is considered an emerging growth company for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, this section provides an overview of GRIID’s executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. Further, GRIID’s reporting obligations extend only to the individuals serving as its principal executive officer and its other most highly compensated executive officer (collectively, the “NEOs”).

James D. Kelly III, as GRIID’s sole manager and Chief Executive Officer, has historically determined the compensation for the NEOs. For the year ended December 31, 2021, GRIID’s NEOs were:

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James D. Kelly III, Chief Executive Officer.

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•

Michael W. Hamilton, Chief Research Officer.

•

Allan J. Wallander, Chief Financial Officer.

Summary Compensation Table

The following table provides information regarding the compensation earned by the NEOs for the year ended December 31, 2021.


Name and principal position	Year		Salary ($)			Bonus ($)		Stock Awards⁽²⁾($)		All other compensation ($)		Total ($)
James D. Kelly III		2021	$	225,000.00			—		—		—	$	225,000.00
Chief Executive Officer
Michael W. Hamilton		2021	$	180,162.00		$	45,000.00	$	38,000.00		—	$	261,162.00
Chief Research Officer
Allan J. Wallander		2021	$	85,253.09	⁽¹⁾		—	$	23,750.00		—	$	109,003.09
Chief Financial Officer

(1)	Mr. Wallander joined GRIID as Chief Financial Officer in February 2021. His annualized base salary as of December 31, 2021 was $150,000.

(2)

Amounts reflect the aggregate grant date fair value of the incentive units granted to the NEO during 2021. For information regarding assumptions underlying the value of the incentive units, see Note 4 to GRIID’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

Narrative Disclosure to the Summary Compensation Table

Elements of Compensation in 2021

The compensation of the NEOs in 2021 generally consisted of base salary, annual cash bonus opportunities and other benefits, as described below.

Base Salary

The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, responsibilities, and contributions. Each NEO’s initial base salary was determined by the sole manager of GRIID, Mr. Kelly. For 2021, the NEOs’ annual base salary rates were: $225,000 for Mr. Kelly, $180,162 for Mr. Hamilton and $150,000 for Mr. Wallander.

Annual Performance-Based Bonus

Annual cash bonuses were determined by the sole manager of GRIID based on the achievement of corporate and/or individual performance goals, including operations, financing and corporate development. For 2021, Mr. Hamilton received a cash bonus of $45,000 and Mr. Kelly and Mr. Wallander did not receive any cash bonus.

Long Term Equity Incentives

GRIID’s equity-based incentive awards are designed to align its interests and the interests of its members with those of its employees and consultants, including the NEOs. GRIID’s sole manager, Mr. Kelly, approves all equity grants. For 2021, Mr. Hamilton received 200,000 incentive units and Mr. Wallander received 125,000 incentive units. Mr. Kelly did not receive any incentive units. Each of the incentive units was granted under the GRIID Infrastructure Equity Plan Profits Interest Plan described in greater detail below.

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NEO Employment Agreements

The NEOs other than Mr. Kelly have signed offer letters of employment.

Michael W. Hamilton Offer Letter

In August 2019, GRIID entered into a letter agreement with Mr. Hamilton. Mr. Hamilton’s letter agreement provides for Mr. Hamilton’s at-will employment as GRIID’s Chief Technology Officer (his title subsequently being changed to Chief Research Officer) and sets forth his initial annual base salary of $180,000, less payroll deductions and withholdings, paid on GRIID’s normal payroll schedule. Mr. Hamilton’s letter agreement also provides that he is eligible to earn a discretionary, performance-based bonus of up to $100,000 based upon mutually agreed criteria and objectives. Mr. Hamilton’s letter agreement further provides that, subject to approval of GRIID’s manager, he will receive a grant of units equal to 1% of the equity of GRIID at the time of the grant, which shall be subject to vesting, with 25% of the units vesting on the one-year anniversary of Mr. Hamilton’s employment start date and the balance vesting 1/36^th per month over the following 36-month period. In addition, Mr. Hamilton’s letter agreement provides for severance benefits upon a termination of his employment by GRIID without “cause” (as such term is defined in his letter agreement) subject to execution of a general release of claims and return of company property. The severance benefit is a cash payment equal to (i) four weeks’ base salary in effect at the time of termination in the event that such termination occurs within the first year of employment, or (ii) two weeks’ base salary in effect at the time of termination in the event such termination occurs after the first year of employment. In connection with the letter agreement, Mr. Hamilton also entered into a restrictive covenant agreement pursuant to which Mr. Hamilton agreed to certain customary confidentiality, non-compete and non-solicitation covenants.

None of the NEOs held outstanding profits interests or equity awards as of December 31, 2020.

Allan J. Wallander Offer Letter

In April 2021, we entered into a letter agreement with Mr. Wallander. Mr. Wallander’s letter agreement provides for Mr. Wallander’s at-will employment as our Chief Financial Officer and sets forth his initial annual base salary of $150,000 less annual payroll deductions and withholdings, paid on GRIID’s normal payroll schedule. Mr. Wallander’s letter agreement also provides that, subject to approval of GRIID’s manager, he will receive a grant of units equal to 1% of the equity of GRIID at the time of the grant, which shall be subject to vesting, with 25% of the units vesting on the one-year anniversary of February 8, 2021 and the balance vesting 1/36th per month over the following 36-month period. In addition, Mr. Wallander’s letter agreement provides for severance benefits upon a termination of his employment by us without “cause” (as such term is defined in his letter agreement) subject to execution of a general release of claims and return of company property. The severance benefit is a cash payment equal to (i) 1 months’ base salary in effect at the time of termination in the event that such termination occurs within the first year of employment, or (ii) 2 months’ base salary in effect at the time of termination in the event such termination occurs after the first year of employment. In connection with the letter agreement, Mr. Wallander also entered into a restrictive covenant agreement pursuant to which Mr. Wallander agreed to certain customary confidentiality, non-compete and non-solicitation covenants.

Outstanding Profits Interests Awards

Mr. Hamilton was issued two awards of 100,000 incentive units each, pursuant to incentive unit award agreements between Mr. Hamilton and Equity Plan LLC and the terms and conditions of the limited liability company agreement of Equity Plan LLC. Each incentive unit award agreement provides for a profits interest threshold amount of $353,790.51 in the aggregate. Pursuant to the incentive unit award agreements, 1/4th of the incentive units vested on August 23, 2020 and December 23, 2020, respectively, and in each case 1/36th of the incentive units will vest monthly thereafter, subject to Mr. Hamilton’s continuous service to Equity Plan LLC, GRIID or any direct or indirect subsidiary of GRIID through each applicable vesting date. In the event of Mr. Hamilton’s termination of service, any unvested incentive units will be forfeited to Equity Plan LLC.

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Mr. Wallander was issued an award of 120,000 incentive units, pursuant to an incentive unit award agreement between Mr. Wallander and Equity Plan LLC and the terms and conditions of the limited liability company agreement of Equity Plan LLC. The incentive unit award agreement provides for a profits interest

threshold amount of $353,790.51 in the aggregate. Pursuant to the incentive unit award agreement, 1/4th of the incentive units vested on February 8, 2022 and 1/36th of the incentive units shall vest monthly thereafter, subject to Mr. Wallander’s continuous service to Equity Plan LLC, GRIID or any direct or indirect subsidiary of GRIID through each applicable vesting date. In the event of Mr. Wallander’s termination of service, any unvested incentive units will be forfeited to Equity Plan LLC.

Griid Infrastructure Equity Plan LLC Profits Interest Plan

In April 2021, GRIID formed Equity Plan LLC, and adopted the Griid Infrastructure Equity Plan LLC Profits Interest Plan (the “Plan”) for purposes of granting select employees and other service providers incentive units pursuant to incentive unit award agreements in an effort to further increase these employees’ and service providers’ personal stakes in the growth and success of GRIID and any direct or indirect subsidiary of GRIID.

Administrator. The Plan is administered by GRIID, the current managing member of Equity Plan LLC.

Incentive Units Subject to the Plan. The number of incentive units that Equity Plan LLC may issue under the Plan may not exceed 2,500,000 incentive units. If and to the extent that any award is forfeited (or repurchased by Equity Plan LLC for its original cost), the incentive units subject to such awards will again be available for distribution under the Plan. The incentive units are intended to constitute “profits interests” in Equity Plan LLC within the meaning of Revenue Procedures 93-27 and 2001-43 under the Code.

Vesting. The administrator of the Plan will establish such vesting criteria for the incentive units as it determines in its discretion and shall include such vesting criteria in each award agreement. Vesting may be based on the continued service of the participant in the Plan or on the achievement of performance goals set out in the award agreement. Incentive units may also be fully vested on the date of grant. Incentive units that have not vested are “restricted incentive units.” Incentive units that have vested are “unrestricted incentive units.” The administrator may, at any time, waive or accelerate any of the foregoing restrictions, in whole or in part, in its discretion.

Profits Interest Threshold Amount. The administrator shall specify the profits interest threshold amount applicable to each incentive unit in the applicable award agreement in accordance with the limited liability company agreement of Equity Plan LLC. The profits interest threshold amount applicable to any incentive unit shall be no less than the amount determined by the administrator to be necessary to cause such incentive unit to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43.

Voting. Participants will have no voting rights with respect to incentive units granted under the Plan.

Equity Plan LLC Call Right. Unless otherwise determined by the administrator and set forth in the applicable award agreement, at any time prior to the consummation of a “qualified public offering” or a change in control, Equity Plan LLC, at its election, may require the service provider or its permitted transferee to either forfeit or sell to Equity Plan LLC all or any portion of such service provider’s or such permitted transferee’s incentive units in connection with a termination of service at the following respective purchase prices: (i) in the event of a termination of service for any reason, restricted incentive units shall be forfeited without consideration; (ii) in the event of a termination of service for cause, unrestricted incentive units shall be forfeited without consideration; (iii) in the event of a termination of service (i) by Equity Plan LLC, GRIID or any direct or indirect subsidiary of GRIID for a reason other than cause, or (ii) by the service provider for any reason (including as a result of the death or disability of the service provider), Equity Plan LLC’s purchase price per unrestricted incentive unit shall be its fair market value on the date of such termination of service. A “qualified

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public offering” means the sale, in a firm commitment underwritten public offering led by a nationally recognized underwriting firm pursuant to an effective registration statement under the Securities Act, of units (or common stock of GRIID) having an aggregate offering value (net of underwriters’ discounts and selling commissions) of at least $100 million, following which at least 20% of the total units (or common stock of

GRIID) on a fully diluted basis shall have been sold to the public and shall be listed on any national securities exchange or quoted on the NASDAQ Stock Market System. A merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination between a special purpose acquisition company and GRIID qualifies as a qualified public offering.

Equity Plan LLC Conversion Option. Unless otherwise determined by the administrator and set forth in the applicable award agreement, at any time following a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination between a special purpose acquisition company and GRIID, the Equity Plan LLC may, at its election, require any service provider upon a termination of service (including any termination of service that may have occurred prior to the transaction with the special purpose acquisition company) to convert all or a portion of such service provider’s incentive units into shares or other equity securities of the special purpose acquisition company into which holders of incentive units otherwise may convert.

Change in Control. The administrator may, in its discretion, provide in any award agreement that all or a portion of a participant’s restricted incentive units shall become unrestricted incentive units upon a change in control and/or that the restrictions and limitations applicable to the incentive units shall lapse and such incentive units shall become free of all restrictions and become fully vested and transferable (subject to any restrictions generally applicable to other members of the Equity Plan LLC). In the event of a change in control and the service provider’s termination of service with Equity Plan LLC for a reason other than cause within 12 months after the occurrence of the change in control, all restricted incentive units that are outstanding on the date of the termination of service shall fully vest and become unrestricted incentive units.

Term of the Plan. The Plan will remain in effect until it is revised or terminated by further action of the administrator.

Amendment. The administrator may at any time amend or modify the Plan in whole or in part. However, no amendment or termination of the Plan may impair the right of a participant with respect to an award previously granted under the plan without such participant’s consent. Notwithstanding the foregoing, the participant’s consent shall not be required if the administrator determines in its sole discretion that such an amendment or modification or termination is required or advisable for Equity Plan LLC, GRIID or any direct or indirect subsidiary of GRIID, the Plan or the award to satisfy any applicable law or regulation, stock exchange rule, over-the-counter market rule or to meet the requirements of any intended accounting treatment. The administrator may also amend the plan and/or any award agreement without the participant’s consent to the extent necessary to (a) comply with Section 409A of the Code, or (b) ensure that the incentive units granted under the Plan are treated as profits interests for all United States federal income tax purposes.

Incentive Units Award Agreements

In April 2021, GRIID authorized and approved, and Equity Plan LLC issued, incentive units to Mr. Hamilton. The incentive units, which are treated as profits interest, are a type of unit in Equity Plan LLC and, accordingly, in connection with the merger will be treated like other units in GRIID with respect to the consideration received as part of the merger, subject to certain forfeiture restrictions for the merger consideration received in exchange for unvested incentive units.

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GRIID 2023 Omnibus Incentive Compensation Plan

In connection with the merger, we intend to adopt, subject to ADEX stockholder approval, the incentive plan. For more information about the incentive plan, see the section entitled “Proposal No. 6—The Incentive Plan Proposal.”

Potential Payments Upon Termination or Change in Control

As of December 31, 2021, James D. Kelly III was not entitled to any payments or benefits from GRIID in connection with any termination of employment or a change in control of the Company.

Mr. Hamilton’s letter agreement provides for severance benefits upon a termination of his employment by GRIID without “cause” (as such term is defined in his letter agreement) subject to execution of a general release of claims and return of company property. The severance benefit is a cash payment equal to (i) four weeks’ base salary in effect at the time of termination in the event that such termination occurs within the first year of employment, or (ii) two weeks’ base salary in effect at the time of termination in the event such termination occurs after the first year of employment.

Other Benefits

GRIID currently provides welfare benefits that are available to all of its employees, including the NEOs, including health, dental, life, vision and disability insurance.

GRIID does not maintain a 401(k) plan.

GRIID does not maintain any defined benefit pension plans or nonqualified deferred compensation plans.

Post-Merger Executive Compensation

Following the consummation of the merger, we intend to develop an executive compensation program that is designed to align compensation with New GRIID’s business objectives and the creation of stockholder value, while enabling New GRIID to attract, retain, incentivize and reward individuals who contribute to the long-term success of New GRIID. Decisions on the executive compensation program will be made by New GRIID’s compensation committee.

Non-employee Director Compensation

Prior to the consummation of the merger, Mr. Kelly is the sole manager of GRIID. GRIID has not paid any additional compensation to Mr. Kelly for serving as the sole manager of GRIID.

Post-Merger Non-Employee Director Compensation Policy

Following the consummation of the merger, we intend to adopt a non-employee director compensation program that is designed to align compensation with New GRIID’s business objectives and the creation of stockholder value, while enabling New GRIID to attract, retain, incentivize and reward directors who contribute to the long-term success of New GRIID. Once adopted, New GRIID expects to review its director compensation periodically to ensure that director compensation remains competitive such that New GRIID is able to recruit and retain qualified directors.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information known to ADEX regarding (i) the actual beneficial ownership of our common stock as of December 31, 2022 (which is a date prior to the merger and the related transactions) and (ii) the expected beneficial ownership of shares of common stock of New GRIID immediately following the consummation of the merger and related transactions, assuming that no shares of ADEX are redeemed, and alternatively that all of the shares are redeemed, in each case, by:

•

each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock (pre-merger) or is expected to be the beneficial owner of more than 5% of New GRIID’s common stock (post-merger);

•

each of our executive officers and directors;

•

each person who is expected to become an executive officer or director of New GRIID post-merger; and

•

all executive officers and directors as a group pre-merger and post-merger.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days. The following table does not reflect record of beneficial ownership of any shares of ADEX common stock issuable upon exercise of the IPO warrants or private placement warrants, as such securities are not exercisable or convertible within 60 days of December 31, 2022.

The beneficial ownership of shares of ADEX common stock prior to the merger is calculated based on 9,367,422 shares of ADEX common stock issued and outstanding as of December 31, 2022. The expected beneficial ownership of shares of New GRIID common stock following the merger is calculated based on 67,867,422 shares of New GRIID common stock issued and outstanding, assuming no further redemptions, and 65,400,000 shares issued and outstanding, assuming maximum redemptions (as more fully described below).

The expected beneficial ownership of shares of New GRIID common stock following the merger also assumes two redemption scenarios as follows:

•

Assuming No Further Redemption: This presentation assumes that no additional stockholders of ADEX exercise redemption rights with respect to their IPO Shares.

•

Assuming Maximum Redemption: This presentation assumes that 2,467,422 shares of ADEX common stock are redeemed, which excludes 6,900,000 shares of ADEX common stock held by the initial stockholders who have agreed to waive their redemption rights.

Prior to the consummation of the IPO, the sponsor paid $25,000 to cover certain offering costs in consideration of 5,750,000 shares of our common stock. The sponsor subsequently transferred 10,000 shares to each of our independent directors and 7,500 shares to each of our industry advisors at the shares’ original purchase price. On January 11, 2021, we effected a stock dividend of 1,150,000 shares with respect to our common stock, resulting in the initial stockholders holding an aggregate of 6,900,000 shares. As a result, the initial stockholders collectively own 73.7% of our issued and outstanding shares of common stock, all of which are subject to certain transfer restrictions until one year following our initial business combination. The sponsor and our directors and officers have agreed to vote in favor of the merger and have waived, for no additional consideration, their redemption and liquidation rights with respect to shares held by them. In addition, because of its ownership block, the sponsor may be able to effectively influence the outcome of all other matters requiring approval by our stockholders, including amendments to the existing organizational documents and approval of significant corporate transactions.

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The sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

Unless otherwise noted, the address for each shareholder listed on the table below is: c/o Adit EdTech Acquisition Corp., 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105.


						Post-Merger
	Pre-Merger					Assuming No Further Redemptions					Assuming Maximum Redemptions
Name and Address of Beneficial Owner	Number of shares of ADEX Common Stock		%			Number of shares of New GRIID Common Stock		%			Number of shares of New GRIID Common Stock		%
5% Holders of ADEX
Adit EdTech Sponsor, LLC⁽¹⁾		6,832,500		72.9	%		6,832,500		10.1	%		6,832,500		10.4	%
Radcliffe Capital Management, L.P.⁽²⁾		200,000		8.11	%		200,000		*			200,000		*
5% Holders of New GRIID
Griid Holdings LLC⁽³⁾		—		—			32,345,723		47.7	%		32,532,780		50.7	%
Blockchain⁽⁴⁾		—		—			6,786,742		10.0	%		6,540,000		10.0	%
Tom Zaccagnino		—		—			4,477,128		6.6	%		4,503,433		6.9	%

Directors and Named Executive Officers of ADEX
Eric L. Munson⁽⁵⁾		—		—			—		—			—		—
David L. Shrier⁽⁵⁾		—		—			—		—			—		—
John J. D’Agostino⁽⁵⁾		—		—			—		—			—		—
Jacob Cohen		10,000		*			10,000		*			10,000		*
Sharmila Kassam		10,000		*			10,000		*			10,000		*
Sheldon Levy		10,000		*			10,000		*			10,000		*
Elizabeth B. Porter⁽⁵⁾		—		—			—		—			—		—

All ADEX directors and executive officers as a group (7 individuals)		30,000		*			30,000		*			30,000		*
Directors and Named Executive Officers of New GRIID
Cristina Dolan		7,500		*			7,500		*			7,500		*
Michael W. Hamilton		—		—			798,272		1.2	%		800,610		1.2	%
Sharmila Kassam		10,000		*			10,000		*			10,000		*
James D. Kelly III⁽³⁾		—		—			32,345,723		47.7	%		32,532,780		50.7	%
David L. Shrier⁽⁵⁾		—		—			—		—			—		—
Neal Simmons		—		—			—		—			—		—
Sundar Subramaniam		—		—			—		—			—		—
Allan J. Wallander		—		—			497,459		*			500,381		*
Tom Zaccagnino		—		—			4,477,128		6.6	%		4,503,433		6.9	%
All New GRIID directors and executive officers as a group (9 individuals)		17,500		*			38,136,082		56.2	%		38,354,704		58.8	%

(1)

Adit EdTech Sponsor, LLC, the sponsor, is the record holder of these shares. John J. D’Agostino, Michael Block, Eric L. Munson, Elizabeth B. Porter and David L. Shrier are the five directors of the sponsor’s board of directors. Any action by the sponsor with respect to us or our shares, including voting and dispositive decisions, requires a vote of four out of the five directors of the board of directors. Under the so-called “rule of three”, because voting and dispositive decisions are made by four out of the five directors of the board of directors, none of the directors is deemed to be a beneficial owner of securities held by the sponsor. Accordingly, none of the directors on the sponsor’s board of directors is deemed to have or share beneficial ownership of the shares held by the sponsor.

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(2)

Based solely on the Schedule 13G filed with the SEC on December 27, 2022 by Radcliffe Capital Management, L.P., a Delaware limited partnership, RGC Management, LLC, a Delaware limited liability company, Steven B. Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P., a Cayman Islands limited partnership, and Radcliffe SPAC GP, LLC, a Delaware limited liability company (together, “Radcliffe”), the address of each is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

(3)

Shares held directly by Griid Holdings LLC. James D. Kelly III is the managing member of Griid Holdings LLC and has sole voting, investment and dispositive power over the shares held by Griid Holdings LLC and may be deemed the beneficial owner thereof. The mailing address of Mr. Kelly and Griid Holdings LLC is c/o Griid Infrastructure LLC, 2577 Duck Creek Road, Cincinnati, OH 45212.

(4)

Blockchain is the holder of an outstanding warrant which will be automatically adjusted and exercised immediately prior to the closing into a number of GRIID Class B units to be equal to 10% of the issued and outstanding capital stock of New GRIID immediately following the closing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID” for further discussion of the Blockchain warrant.

(5)

Each of John J. D’Agostino, Eric L. Munson, Elizabeth B. Porter and David L. Shrier holds, indirectly through an entity controlled by such individual, an equity interest in the sponsor. Any action by the sponsor with respect to us or our shares, including voting and dispositive decisions, requires a vote of four out of the five directors of the board of directors. Under the so-called “rule of three”, because voting and dispositive decisions are made by four out of the five directors of the board of directors, none of the directors is deemed to be a beneficial owner of securities held by the sponsor. Accordingly, none of the directors on the sponsor’s board of directors is deemed to have or share beneficial ownership of the shares held by the sponsor.

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CERTAIN ADEX RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The sponsor, Adit EdTech Sponsor, LLC, is a special purpose vehicle affiliated with Adit Ventures, LLC (“Adit”). Adit, a New York-based investment adviser, was co-founded by Eric Munson, the chairman of ADEX.

On October 23, 2020, the sponsor purchased 5,750,000 shares of common stock for an aggregate purchase price of $25,000. On October 27, 2020, the sponsor transferred 10,000 shares of common stock to each of our independent directors and 7,500 shares to each of our industry advisors at the shares’ original purchase price. On January 11, 2021, we effected a stock dividend of 1,150,000 shares with respect to our common stock, and as a result, the sponsor currently holds 6,832,500 shares, each of our independent directors currently holds 10,000 shares, and each of our industry advisors currently holds 7,500 shares, such that our initial stockholders own an aggregate of 6,900,000 shares.

On January 14, 2021, simultaneously with the consummation of the IPO, we sold to the sponsor an aggregate of 6,550,000 warrants at a price of $1.00 per warrant, resulting in gross proceeds of $6,550,000. On January 15, 2021, the underwriters in the IPO exercised their over-allotment option in full, and on January 19, 2021, we sold to the sponsor an additional 720,000 warrants at a price of $1.00 per warrant, resulting in gross proceeds of $720,000.

We pay the sponsor or its affiliate a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. We may also pay a customary financial advisory fee to Adit, or another affiliate of the sponsor, in an amount that constitutes a market standard financial advisory fee for comparable transactions.

Our initial stockholders, sponsor and management team or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to these persons and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

We may engage Adit, or another affiliate of the sponsor, as our lead financial advisor in connection with our initial business combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions.

On October 23, 2020, the sponsor agreed to loan us up to $150,000 to be used for a portion of the expenses of the IPO. We repaid this loan in full in July 2021.

On April 17, 2021, GRIID entered into an engagement letter, which was amended on November 14, 2022, and an incentive unit award agreement (together, the “consulting agreements”) with Deucalion, an entity affiliated with John D’Agostino, ADEX’s Chief Financial Officer. Pursuant to the consulting agreements, GRIID agreed to pay to such entity $400,000 and grant such entity units representing a 0.5% profits interest in GRIID. The cash payment will be due and payable upon the closing of the merger. The units vested as to one-fourth on April 16, 2022, and have vested and will continue to vest as to 1/36th on the 17th day of each month thereafter, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction.

In late July 2021, ADEX and GRIID entered into conflict waivers with each of Deucalion, Aequum and Troutman with respect to any potential transaction between GRIID and ADEX.

In addition, in order to finance working capital deficiencies and transaction costs in connection with an intended initial business combination, our initial stockholders, officers, directors or their affiliates may, but are

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not obligated to, loan us funds as may be required on a non-interest basis. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. We do not expect to seek loans from parties other than our initial stockholders, officers, directors or their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

For example, on August 6, 2021, the sponsor agreed to loan us up to $300,000 to finance working capital expenses. The loan bears no interest and is payable in full on the earliest of (i) the applicable extension date or (ii) the effective date of our initial business combination. Outstanding amounts under the loan are convertible into warrants to purchase shares of our common stock at a price of $1.00 per warrant, at the sponsor’s option, on terms identical to the private placement warrants. As of September 30, 2022, $250,000 under the loan is outstanding.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our current charter.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company.

Our initial stockholders and holders of the private placement warrants and warrants issuable under the promissory note will have registration rights to require us to register a sale of any shares of common stock, private placement warrants, warrants issuable under the promissory note and shares of common stock issuable upon conversion of such warrants held by them pursuant to the investor rights agreement. See the section entitled “Proposal No. 1—The Merger—Related Agreements.” The foregoing description of the registration rights to be in effect is not a complete description thereof and is qualified in its entirety by reference to the full text of the investor rights agreement, which is filed as Annex C to this proxy statement/prospectus and is incorporated herein by reference.

On October 9, 2022, we entered into a settlement and release agreement with GRIID (and its affiliates) and Blockchain Access (and certain of its affiliates), pursuant to which Blockchain Access waived any potential defaults under the prior credit agreement between GRIID and Blockchain Access and the parties agreed to release each other from any claims related to the prior credit agreement. Also on October 9, 2022, GRIID and Blockchain Access entered into the credit agreement, which provided for a restructured senior secured term loan (the “loan”) in the amount of $57,433,360, which represents the outstanding obligations under the prior credit agreement after giving effect to the credit agreement. In connection with the execution of the credit agreement, GRIID issued the Blockchain warrant to Blockchain, which will be automatically exercised immediately prior to the closing for an exercise price of $0.01 into a number of GRIID Class B units to be equal to 10% of the issued and outstanding capital stock of New GRIID immediately following the closing.

On January 13, 2023, in connection with the extension of the date by which we must complete our initial business combination, we issued an unsecured promissory note to GRIID pursuant to which we may borrow up to $900,000 in the aggregate. The note is interest-bearing, at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code, and payable on the earlier of (i) the date on which a definitive decision to liquidate the Company is made by our board of directors, and (ii) the closing of the merger, unless accelerated upon the occurrence of an event of default. Any outstanding principal amount under the note may be prepaid by us, at our election and without penalty.

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Related Party Policy

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that we adopted is filed as exhibit 14.1 to our annual report on Form 10-K for the year ended December 31, 2021.

In addition, our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

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CERTAIN GRIID RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Employment Agreements

GRIID has entered into employment agreements with each of its executive officers. These agreements provide for at-will employment for no specified period, and provide for an initial base salary and bonus target. GRIID has also entered into customary confidentiality, non-competition, and assignment of inventions agreements with each executive officer. Additional information regarding employment agreements with GRIID’s named executive officers is discussed under the section entitled “Executive Compensation—GRIID.”

Indemnification Agreements

It is anticipated that the directors of New GRIID will, in connection with consummating the merger, approve and direct New GRIID to enter into customary indemnification agreements with the persons intended to serve as directors and executive officers of New GRIID following the merger.

Executive Officer Financings

On September 2, 2022, GRIID issued a promissory note to Dwaine Alleyne, the Chief Technology Officer of GRIID, in exchange for a loan of $250,000. In connection with promissory note issued to Mr. Alleyne, GRIID also issued a warrant to Mr. Alleyne exercisable for 8,616 Class B Units of GRIID. The number of Class B Units exercisable under the warrant is subject to adjustment such that in the event that the merger is consummated, the number of Class B Units exercisable under the warrant shall be adjusted to a number of Class B Units that when exchanged for the updated merger consideration will equal 0.0625% of the outstanding common stock of New GRIID immediately following the closing of the merger. The warrant has an exercise period of five years from the date of issuance.

Eagle Creek and HDP Agreement

On August 31, 2021, GRIID, through its wholly owned subsidiary Data Black River LLC (“Data Black River”) entered into a development and operation agreement (the “HDP Agreement”) with Helix Digital Partners, LLC (“HDP”), an affiliate of Eagle Creek Renewable Energy (“Eagle Creek”). Neal Simmons, who is contemplated to serve on New GRIID’s board of directors immediately following the closing of the merger, is the current President and Chief Executive Officer of Eagle Creek. Neal Simmons has no direct interest in the merger. Pursuant to the HDP Agreement, Data Black River provides services for the development and operation of a bitcoin mining facility located within the premises of HDP in Watertown, New York. In connection with the HDP Agreement, HDP and an affiliate of HDP have entered into a power purchase agreement, pursuant to which such affiliate has agreed to supply up to 20MW of power to the bitcoin mining facility located with the HDP premises. Data Black River receives a monthly fee for the performance of its services as well as a percentage of the bitcoin mined during each month. HDP receives a monthly fee for each MW of power supplied to the premises for bitcoin mining as well as a percentage of the bitcoin mined each month. The HDP Agreement has an initial term of three years and thereafter automatically renews for successive one-year periods unless terminated by either party in accordance with the terms of the HDP Agreement. Eagle Creek contributed $1.0 million to the project, comprised of $0.3 million in cash and its existing mining assets valued at $0.7 million. GRIID contributed the remaining $4.0 million of the development budget of $5.0 million.

Deucalion Arrangements

On April 17, 2021, GRIID entered into an engagement letter and an incentive unit award agreement with an entity affiliated with John D’Agostino, ADEX’s Chief Financial Officer. The engagement letter was amended on November 14, 2022. Pursuant to such engagement letter, as amended, and incentive unit award agreement, GRIID agreed to pay to such entity $400,000 and grant such entity units representing a 0.5% profit interest in

GRIID. The cash payment is considered to be earned as of April 26, 2022 and is payable on consummation of the merger, provided that if the vesting of the units representing the 0.5% profit interest are accelerated pursuant to

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the terms of the incentive award agreement governing such profit interest, then the cash payment shall become payable on such earlier date of the event causing vesting of the profit interest to be so accelerated. The units will vest as to one-fourth on April 26, 2022, and 1/36th on the 17th day of each month thereafter, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction.

In late July 2021, ADEX and GRIID entered into conflict waivers with each of Deucalion, Aequum and Troutman with respect to any potential transaction between GRIID and ADEX.

Blockchain Warrant

On October 9, 2022, the Borrowers entered into the credit agreement with Blockchain Access, as agent and lender. In connection with the credit agreement, GRIID issued to Blockchain, an affiliate of Blockchain Access, a warrant, exercisable for 1,377,778 Class B Units of GRIID, which number of Class B Units shall be adjusted immediately prior to closing of the merger such that the number of Class B Units, when exchanged for the updated merger consideration, will equal 10% of the issued and outstanding common stock of New GRIID immediately following the closing of the merger. The warrant has an exercise period of five years from the date of issuance.

ADEX Promissory Note

On January 13, 2023, in connection with the extension of the date by which ADEX must complete its initial business combination, ADEX issued an unsecured promissory note to GRIID pursuant to which ADEX may borrow up to $900,000 in the aggregate. The note is interest-bearing, at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code, and payable on the earlier of (i) the date on which a definitive decision to liquidate ADEX is made by its board of directors, and (ii) the closing of the merger, unless accelerated upon the occurrence of an event of default. Any outstanding principal amount under the note may be prepaid by ADEX, at ADEX’s election and without penalty. The current outstanding principal amount is $148,045, which was deposited into the trust account in connection with the first of six monthly extensions.

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MARKET PRICE AND DIVIDEND INFORMATION

ADEX

ADEX’s units, common stock and warrants are currently listed on the NYSE under the symbols “ADEX.U,” “ADEX” and “ADEX.WS,” respectively. However, trading of ADEX’s units, common stock, and warrants was halted by the NYSE on February 7, 2023, due to ADEX’s inability to meet the continued listing standard of the NYSE requiring ADEX to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000. ADEX has applied to voluntary transfer the listing of its securities to the NYSE American. While the trading halt is in place, the common stock, warrants and units cannot be traded on any other exchange or in the over-the-counter market. See “Risk Factors—Risks Related to ADEX and the Merger—There can be no assurance that we will be able to transfer the listing of our securities to the NYSE American or that we will be able to comply with the continued listing standards of the NYSE, the NYSE American, or any other exchange on which our securities may be listed in the future.” for more information.

The closing prices of the units, shares of common stock and warrants on November 29, 2021, the last trading day before announcement of the execution of the merger agreement, were $10.38, $9.85 and $1.13, respectively. As of , , the record date, the most recent closing price for each unit, share of common stock and warrant was $ , $ and $ , respectively.

Holders of the units, common stock and warrants are urged to obtain current market quotations for such securities. The market price of ADEX’s securities could vary significantly at any time before the merger.

Holders

As of , , there were holders of record of our units, holders of record of our common stock and holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, shares and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

ADEX has not paid any cash dividends on common stock to date and does not intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the future will be dependent upon New GRIID’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the merger. The payment of any cash dividends subsequent to the merger will be within the discretion of New GRIID’s board of directors at such time.

GRIID

Historical market price information for GRIID’s capital stock is not provided because there is no public market for GRIID’s capital stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID.”

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DESCRIPTION OF SECURITIES

The following description of New GRIID’s capital stock reflects New GRIID’s capital stock as it will exist upon completion of the merger. Subject to the approval of the merger proposal, the charter amendment proposal, the advisory charter proposals, the NYSE American proposal and the NTA proposal, New GRIID’s capital stock will be governed by the proposed charter and proposed bylaws and the DGCL. This description is a summary and is not complete. We urge you to read in their entirety New GRIID’s proposed organizational documents, which, subject to the approval of the merger proposal, the charter amendment proposal, the advisory charter proposals, the NYSE American proposal and the NTA proposal, will be in effect as of the effective time and are incorporated herein by reference and, in the case of the certificate of incorporation, the form of which is included as Annex D to this proxy statement/prospectus.

Authorized and Outstanding Stock

The proposed charter authorizes the issuance of 501,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, par value $0.0001 per share and 1,000,000 shares of New GRIID’s preferred stock, par value $0.0001 per share. All issued and outstanding shares of capital stock of New GRIID following the merger will be, duly authorized, validly issued, fully paid and non-assessable. As of the record date, there were (1) shares of common stock outstanding, (2) shares of ADEX’s preferred stock outstanding, and (3) warrants outstanding.

Common Stock

Upon completion of the merger, there will be 67,867,422 shares of common stock outstanding, assuming no additional shares of common stock are redeemed in connection with the merger and based upon certain other assumptions as described in the section entitled “About This Proxy Statement/Prospectus.” All shares of common stock are fully paid and non-assessable.

Voting Rights

Each holder of the shares of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of the shares of common stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class.

Dividend Rights

Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors of New GRIID out of funds legally available therefor.

Rights upon Liquidation, Dissolution and Winding-Up

In the event of any voluntary or involuntary liquidation, dissolution or winding up of New GRIID’s affairs, the holders of the shares of common stock are entitled to share ratably in all assets remaining after payment of New GRIID’s debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the shares of common stock, then outstanding, if any.

Preemptive or Other Rights

The holders of shares of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares of common stock. The rights,

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preferences and privileges of holders of shares of common stock will be subject to those of the holders of any shares of the preferred stock New GRIID may issue in the future.

Preferred Stock

No shares of preferred stock will be issued or outstanding immediately after the completion of the merger. The proposed charter will authorize the board of directors of New GRIID to establish one or more series of preferred stock. Unless required by law or any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by the holders of the common stock. Shares of preferred stock may be issued from time to time in one or more series of any number of shares; provided that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of preferred stock authorized, and with such powers, including voting powers, if any, and the designations, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, all as shall be stated and expressed in the resolution or resolutions providing for the designation and issue of such shares of preferred stock from time to time adopted by the board of directors pursuant to authority so to do which is expressly vested in the board of directors. The powers, including voting powers, if any, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of New GRIID without further action by the stockholders. Additionally, the issuance of preferred stock may adversely affect the holders of the common stock of New GRIID by restricting dividends on the shares of common stock, diluting the voting power of the shares of common stock and the shares of common stock or subordinating the liquidation rights of the shares of common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of the shares of common stock. At present, we have no plans to issue any preferred stock.

Warrants

IPO Warrants

Upon the closing, each IPO warrant will entitle the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the closing, provided that New GRIID has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the IPO warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities or blue sky laws of the state of residence of the holder (or New GRIID permits holders to exercise their IPO warrants on a cashless basis under the circumstances specified in the warrant agreement). An IPO warrant holder may exercise its IPO warrants only for a whole number of shares of common stock. This means only a whole IPO warrant may be exercised at a given time by an IPO warrant holder. No fractional IPO warrants will be issued upon separation of the units and only whole IPO warrants will trade. Accordingly, unless a registered holder purchases at least two units, such registered holder will not be able to receive or trade a whole IPO warrant. The IPO warrants will expire five years after the closing, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

New GRIID will not be obligated to deliver any shares of common stock pursuant to the exercise of an IPO warrant and will have no obligation to settle such IPO warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise is then effective and a prospectus relating thereto is current, subject to New GRIID satisfying its obligations described below with respect to registration. No IPO warrant will be exercisable for cash or on a cashless basis, and New GRIID will not be obligated to issue any shares to holders seeking to exercise their IPO warrants, unless the issuance of the

shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not

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satisfied with respect to an IPO warrant, the holder of such IPO warrant will not be entitled to exercise such IPO warrant and such IPO warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised IPO warrants, the purchaser of a unit containing such IPO warrant will have paid the full purchase price for the unit solely for the shares of common stock underlying such unit.

New GRIID has agreed that as soon as practicable, but in no event later than forty-five (45) business days after the closing, New GRIID will use its reasonable best efforts to file with the SEC and have an effective registration statement covering the issuance, under the Securities Act, of the shares of common stock issuable upon exercise of the IPO warrants, and New GRIID will use its reasonable best efforts to cause the same to become effective within sixty (60) business days after the closing and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the IPO warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the shares of common stock are, at the time of any exercise of an IPO warrant, not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, New GRIID may, at its option, require holders of IPO warrants who exercise their IPO warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event New GRIID so elects, New GRIID will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the IPO warrants become exercisable, New GRIID may redeem the IPO warrants for redemption:

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in whole and not in part;

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at a price of $0.01 per IPO warrant;

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upon not less than thirty (30) days’ prior written notice of redemption to each IPO warrant holder; and

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if, and only if, the reported last sales price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date New GRIID sends the notice of redemption to the IPO warrant holders.

If and when the IPO warrants become redeemable by New GRIID, New GRIID may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the foregoing conditions are satisfied and New GRIID issues a notice of redemption of the IPO warrants, each IPO warrant holder will be entitled to exercise his, her or its IPO warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $18.00 redemption trigger price as well as the $11.50 IPO warrant exercise price after the redemption notice is issued.

If New GRIID calls the IPO warrants for redemption as described above, New GRIID’s management will have the option to require any holder that wishes to exercise his, her or its IPO warrant to do so on a “cashless basis.” In determining whether to require any holders to exercise their IPO warrants on a “cashless basis,” New GRIID’s management will consider, among other factors, New GRIID’s cash position, the number of IPO warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of New GRIID’s IPO warrants. If New GRIID’s management takes advantage of this option, all holders of IPO warrants would pay the exercise price by surrendering their IPO warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the IPO warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the IPO warrants by (y) the fair market value. The “fair market value” will mean the average last reported sale price of the shares of common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of IPO

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warrants. If New GRIID’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the IPO warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of an IPO warrant redemption. If New GRIID calls its IPO warrants for redemption and New GRIID’s management does not take advantage of this option, the sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other IPO warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of an IPO warrant may notify New GRIID in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such IPO warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of common stock issued and outstanding immediately after giving effect to such exercise.

If the number of issued and outstanding shares of common stock is increased by a capitalization or share dividend payable in shares of common stock, or by a split-up of shares of common stock or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of shares of common stock issuable on exercise of each IPO warrant will be increased in proportion to such increase in the issued and outstanding shares of common stock. A rights offering to holders of shares of common stock entitling holders to purchase shares of common stock at a price less than the fair market value will be deemed a share dividend of a number of shares of common stock equal to the product of (1) the number of shares of common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for common stock) multiplied by (2) one minus the quotient of (x) the price per shares of common stock paid in such rights offering divided by (y) the fair market value. For these purposes, (1) if the rights offering is for securities convertible into or exercisable for shares of common stock, in determining the price payable for shares of common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) fair market value means the volume weighted average price of shares of common stock as reported during the ten trading day period ending on the trading day prior to the first date on which the shares of common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if New GRIID, at any time while the IPO warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of the shares of common stock on account of such shares of common stock (or other securities into which the IPO warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of shares of common stock in connection with the merger, (d) to satisfy the redemption rights of the holders shares of common stock in connection with a stockholder vote to amend the existing organizational documents (i) to modify the substance or timing of New GRIID’s obligation to redeem 100% of its shares if New GRIID does not complete the merger within 18 months from the closing of the shares offering or (ii) with respect to any other provision relating to stockholders’ rights or pre- merger activity, or (e) in connection with the redemption of New GRIID’s shares upon New GRIID’s failure to complete the merger, then the IPO warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of common stock in respect of such event.

If the number of issued and outstanding shares of common stock is decreased by a consolidation, combination, reverse share split or reclassification of the shares of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of common stock issuable on exercise of each IPO warrant will be decreased in proportion to such decrease in issued and outstanding shares of common stock.

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Whenever the number of shares of common stock purchasable upon the exercise of the IPO warrants is adjusted, as described above, the IPO warrant exercise price will be adjusted by multiplying the IPO warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of common stock purchasable upon the exercise of the IPO warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of common stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of common stock (other than those described above or that solely affects the par value of such shares of common stock), or in the case of any merger or consolidation of ADEX with or into another corporation (other than a consolidation or merger in which ADEX is the continuing corporation and that does not result in any reclassification or reorganization of ADEX’s issued and outstanding shares of common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of ADEX as an entirety or substantially as an entirety in connection with which ADEX is dissolved, the holders of the IPO warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the IPO warrants and in lieu of the shares of common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the IPO warrants would have received if such holder had exercised their IPO warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of shares of common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the IPO warrant properly exercises the IPO warrant within thirty (30) days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the IPO warrant.

The IPO warrants are issued in registered form under the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and ADEX. The warrant agreement provides that the terms of the IPO warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then issued and outstanding IPO warrants to make any change that adversely affects the interests of the registered holders of IPO warrants.

The IPO warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to ADEX, for the number of IPO warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their IPO warrants and receive shares of common stock. After the issuance of the shares of common stock upon exercise of the IPO warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by holders of shares of common stock.

No fractional IPO warrants will be issued upon separation of the units and only whole IPO warrants will trade.

Private Placement Warrants

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certain registration rights related to such private placement warrants. Additionally, a private placement warrant will not be redeemable by ADEX, for so long as it is held by its initial holder or permitted transferee thereof. Otherwise, the private placement warrants have terms and provisions that are identical to those of the IPO warrants.

If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of common stock equal to the quotient obtained by dividing (x) the product of the number of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average last reported sale price of the shares of common stock for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

Dividends

ADEX has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the future will be dependent upon ADEX’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the merger. The payment of any cash dividends subsequent to the merger will be within the discretion of ADEX’s board of directors at such time.

Upon completion of the merger, New GRIID will be a holding company with no material assets other than its interest in GRIID.

Any financing arrangements that we enter into in the future may include restrictive covenants that limit New GRIID’s ability to pay dividends. In addition, GRIID is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of GRIID (with certain exceptions) exceed the fair value of its assets. Subsidiaries of GRIID are generally subject to similar legal limitations on their ability to make distributions to GRIID.

Transfer Agent and Warrant Agent

The transfer agent for the common stock and warrant agent for the warrants is Continental Stock Transfer & Trust Company.

Certain Anti-Takeover Provisions of Delaware Law, the Proposed Charter and Proposed Bylaws

Upon the completion of the merger, New GRIID will be, as a corporation incorporated under the laws of the State of Delaware, subject to the provisions of Section 203 of the DGCL, which we refer to as “Section 203,” regulating corporate takeovers.

Section 203 prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

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a stockholder who owns fifteen percent or more of New GRIID’s outstanding voting stock (otherwise known as an “interested stockholder”);

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an affiliate of an interested stockholder; or

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an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than ten percent of New GRIID’s assets.

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However, the above provisions of Section 203 do not apply if:

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New GRIID’s board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

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after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of New GRIID’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

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on or subsequent to the date of the transaction, the business combination is approved by New GRIID’s board of directors and authorized at a meeting of New GRIID’s stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

The proposed organizational documents and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by New GRIID’s board of directors. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the members of New GRIID’s board of directors or taking other corporate actions, including effecting changes in our management. For instance, New GRIID’s proposed charter will not provide for cumulative voting in the election of directors and will provide for a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the New GRIID board of directors. New GRIID’s board of directors will be empowered to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director in certain circumstances, and stockholders will not have a right to fill such a vacancy; and New GRIID’s advance notice provisions in the proposed bylaws will require that stockholders must comply with certain procedures in order to nominate candidates to New GRIID’s board of directors or to propose matters to be acted upon at a stockholders’ meeting.

New GRIID’s authorized but unissued common stock and preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of New GRIID by means of a proxy contest, tender offer, merger or otherwise.

Rule 144

Subject to the limitations and restrictions discussed in “—Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies” below, pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned common stock or warrants of ADEX for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we have been subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares or warrants of ADEX for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•

1% of the total number of shares of common stock of ADEX then outstanding; or

•

the average weekly reported trading volume of ADEX common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

290

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an exception to this prohibition if the following conditions are met:

•

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

•

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

We anticipate that following the consummation of the merger, we will no longer be deemed to be a shell company, and as a result, the sponsor will be able to sell its shares and warrants (or warrants of New GRIID into which they will convert in connection with the merger), as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination, provided that at the time of any such sale, New GRIID meets the requirements of Rule 144, including those applicable to former shell companies.

Registration Rights

Pursuant to the investor rights agreement entered into in connection with the merger, ADEX, certain GRIID members and the initial stockholders expect to enter into an investor rights agreement to provide for certain registration rights related to the shares of ADEX common stock, ADEX private placement warrants and ADEX working capital warrants held by such initial stockholders. ADEX has agreed to, among other things, file within 30 days of closing a resale shelf registration statement covering the resale of all securities registrable under the investor rights agreement.

The foregoing description of the registration rights to be in effect is not a complete description thereof and is qualified in its entirety by reference to the full text of the investor rights agreement, which is filed as Annex C to this proxy statement/prospectus and is incorporated herein by reference.

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COMPARISON OF STOCKHOLDER RIGHTS

General

ADEX is incorporated under the laws of the State of Delaware and the rights of ADEX stockholders are governed by the laws of the State of Delaware, including the DGCL, ADEX’s current charter and ADEX’s current bylaws. As a result of the merger, ADEX stockholders will become New GRIID stockholders. New GRIID is incorporated under the laws of the State of Delaware and the rights of New GRIID stockholders are governed by the laws of the State of Delaware, including the DGCL, the proposed charter and New GRIID’s proposed bylaws. Thus, following the merger, the rights of ADEX stockholders who become New GRIID stockholders in the merger will continue to be governed by Delaware law, but will no longer be governed by ADEX’s current charter and ADEX’s current bylaws. Instead, such rights will be governed by the proposed charter and the proposed bylaws.

Comparison of Stockholder’s Rights

Set forth below is a summary comparison of material differences between the rights of ADEX stockholders under ADEX’s current charter and ADEX’s current bylaws, and the rights of New GRIID’s stockholders under forms of the proposed charter and proposed bylaws. The summary set forth below is not intended to be complete or to provide a comprehensive discussion of each of ADEX’s or New GRIID’s governing documents. This summary is qualified in its entirety by reference to the full text of ADEX’s current charter and ADEX’s current bylaws, and the forms of the proposed charter, which is attached as Annex D, and proposed bylaws, which are filed as exhibit 3.2 to the registration statement of which this proxy statement/prospectus forms a part, as well as the relevant provisions of the DGCL.


Provision	ADEX	New GRIID
Authorized Capital Stock	Under the current charter, the authorized capital stock of ADEX consists of 101,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.0001 per share and 1,000,000 shares of preferred stock, par value $0.0001 per share.	Under the proposed charter, the authorized capital stock of New GRIID consists of 501,000,000 shares, consisting of 500,000,000 shares of common stock, par value $0.0001 per share and 1,000,000 shares of preferred stock, par value $0.0001 per share.

Preferred Stock	Under the current charter, the board of directors of ADEX is expressly granted authority to issue shares of preferred stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the board of directors providing for the issue of such series and	Under the proposed charter, shares of preferred stock may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of preferred stock authorized, and with such powers, including voting powers, if any, and the designations, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof,

292


Provision	ADEX	New GRIID
	included in a certificate of designation filed pursuant to the DGCL.	all as shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issue of such shares of preferred stock from time to time adopted by the New GRIID board of directors pursuant to authority so to do which is expressly vested in the New GRIID board of directors.

Number of Directors	Under the current bylaws, except as may otherwise be provided by law or the current charter, the number of directors which constitute the board of directors will not be less than one nor more than nine. The exact number of directors will be fixed from time to time by the ADEX board of directors.	Under the proposed charter, subject to the rights of the holders of any series of New GRIID preferred stock to elect additional directors, the total number of directors constituting the entire board of directors will, (a) as of the date of the proposed charter, be seven and (b) thereafter, will be fixed solely and exclusively by one or more resolutions adopted from time to time by the New GRIID board of directors.

Classification of the Board of Directors	Under the current charter, the ADEX board of directors is divided into two classes, Class I and Class II.	Under the proposed charter, the New GRIID board of directors will be divided into three classes, Class I, Class II, and Class III.

Election of Directors	Under the current charter, only one class of directors is elected in each year and each class serves a two-year term.	Under the proposed charter, only one class of directors will be elected in each year and each class will serve a three-year term. Class I directors will initially serve until the first annual meeting of stockholders following the adoption of the proposed charter; Class II directors will initially serve until the second annual meeting of stockholders following the adoption of the proposed charter; and Class III directors will initially serve until the third annual meeting of stockholders following the adoption of the proposed charter, in each case, or until such director’s earlier death, disqualification, resignation or removal.

293


Provision	ADEX	New GRIID
Voting	Holders of ADEX common stock are entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of ADEX common stock are entitled to vote; provided, however, the holders of ADEX common stock, as such, shall not be entitled to vote on any amendment to the current charter (including any amendment to any certificate of designation filed pursuant to the DGCL) that relates solely to the terms of one or more outstanding series of ADEX preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the current charter (including any amendment to any certificate of designation filed pursuant to the DGCL) or pursuant to the DGCL.	Holders of New GRIID common stock will be entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote, except that, in each case, to the fullest extent permitted by law and subject to the provisions in the paragraph immediately below, holders of shares of New GRIID common stock, as such, will have no voting power with respect to, and will not be entitled to vote on, any amendment to the proposed charter (including any certificate of designations relating to any series of New GRIID preferred stock) that relates solely to the terms of any outstanding New GRIID preferred stock if the holders of such preferred stock are entitled to vote as a separate class thereon under the proposed charter (including any certificate of designations relating to any series of preferred stock) or under the DGCL. The holders of the outstanding shares of New GRIID common stock will be entitled to vote separately as a class upon any amendment to the proposed charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the New GRIID common stock so as to affect the common stock adversely.

Vacancies on the Board of Directors	The current charter provides that, except as the DGCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created	Subject to any limitations imposed by applicable law and the rights, if any, of the holders of any one or more series of New GRIID preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the New GRIID board of directors resulting from

294


Provision	ADEX	New GRIID
	directorships and any vacancies in the ADEX board of directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled only by the vote of a majority of the remaining directors then in office.	death, resignation, retirement, disqualification, removal from office or other cause shall, unless the New GRIID board of directors determines by resolution that any such vacancies or newly created directorships will be filled by the stockholders and except as otherwise provided by the DGCL, be filled solely and exclusively, by the affirmative vote of a majority of the remaining directors then in office.

Special Meeting of the Board of Directors	Special meetings of the ADEX board of directors may be called by the President or a majority of the entire ADEX board of directors.	Special meetings of the New GRIID board of directors may be called by the President, Chairman or a majority of the entire New GRIID board of directors.

Amendment to Certificate of Incorporation	The current charter provides that any provision of the current charter may be amended, altered, changed, added or repealed (including any amendment to any certificate of designation filed pursuant to the DGCL), in the manner now or hereafter prescribed by the current charter and the DGCL.	The proposed charter provides that New Griid reserves the right to amend, alter, change, add or repeal any provision contained in the proposed charter (including any certificate of designation filed pursuant to the DGCL), in the manner now or hereafter prescribed by the proposed charter and the DGCL. Notwithstanding anything to the contrary contained in the proposed charter, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Section 5.5, or Articles VI, VII, IX, or XII of the proposed charter may be altered, amended or repealed in any respect, nor may any provision or by-law inconsistent therewith be adopted, unless in addition to any other vote required by the proposed charter or otherwise required by law, such alteration, amendment, repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of

295


Provision	ADEX	New GRIID
		sixty-six and two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of New GRIID entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose.

Special Stockholder Meeting	Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the current charter, may only be called by a majority of the entire board of directors of ADEX, or its President or the Chairman, and will be called by its Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of ADEX issued and outstanding and entitled to vote.	Subject to any special rights of the holders of any series of preferred stock, and to the requirements of applicable law, special meetings of stockholders of New GRIID may be called only by (i) the chairperson of the New GRIID board of directors, (ii) the chief executive officer of New GRIID or (iii) at the direction of the New GRIID board of directors pursuant to a written resolution adopted by a majority of the total number of directors that New GRIID would have if there were no vacancies. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. The ability of holders of New GRIID common stock to call a special meeting of the stockholders is specifically denied.

Stockholder Proposals (Other than Nomination of Persons for Election as Directors)	To be properly brought before the annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the ADEX board of directors, (ii) otherwise brought before the annual meeting by or at the direction of the ADEX board of directors, or (iii) otherwise properly brought before the annual meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual	The proposal of business (other than nomination of persons for election as directors) to be considered by the stockholders may be brought before an annual meeting (i) by or at the direction of the New GRIID board of directors or (ii) by any stockholder of New GRIID who was a stockholder of record at the time of giving notice provided for in the proposed bylaws, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in the

296

Provision

ADEX

New GRIID

meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of ADEX. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of ADEX not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A stockholder’s notice to the Secretary shall set forth (a) as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (ii) any material interest of the stockholder in such business, and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class, series and number of shares of capital stock of ADEX which are beneficially owned by the stockholder.

proposed bylaws as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring such business properly before an annual meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Exchange Act), and such stockholder must comply with the notice and other procedures set forth in Section 2.3 of Article II of the proposed bylaws to bring such business properly before an annual meeting. In addition to the other requirements set forth in the proposed bylaws, for any proposal of business to be considered at an annual meeting, it must be a proper subject for action by stockholders of New GRIID under the laws of the State of Delaware.

For such business to be properly brought before an annual meeting by a stockholder pursuant to the paragraph above, the stockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of New GRIID, (ii) have provided any updates or supplements to such notice at the times and in the forms required by the proposed bylaws and (iii) together with the beneficial owner(s), if any, on whose behalf the business proposal is made, have acted in accordance with the representations set forth in the solicitation statement required by the proposed bylaws. To be timely, a stockholder’s written notice shall be received by the Secretary at the principal executive offices of New GRIID not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s annual meeting; provided,

297


Provision	ADEX	New GRIID
		however, that in the event the annual meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Secretary of New GRIID not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”).

Stockholder Nominations of Persons for Election as Directors	The current bylaws state that nominations of persons for election to the ADEX board of directors at a meeting of stockholders of ADEX may be made at such meeting by or at the direction of the ADEX board of directors, by any committee or persons appointed by the ADEX board of directors or by any stockholder of ADEX entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in Article III, Section 3 of the current bylaws. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of ADEX. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of ADEX not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given or made to	Nominations of persons for election to the New GRIID board of directors may be brought before an annual meeting (i) by or at the direction of the New GRIID board of directors or (ii) by any stockholder of New GRIID who was a stockholder of record at the time of giving notice provided for in the proposed bylaws, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in the proposed bylaws as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations properly before an annual meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Exchange Act), and such stockholder must comply with the notice and other procedures set forth in Section 2.3 of Article II of the proposed bylaws to bring such nominations properly before an annual meeting. For nominations

298


Provision	ADEX	New GRIID
	stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of ADEX which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the SEC under Section 14 of the Exchange Act, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of ADEX which are beneficially owned by the stockholder. ADEX may require any proposed nominee to furnish such other information as may reasonably be required by ADEX to determine the eligibility of such proposed nominee to serve as a director of ADEX. No person shall be eligible for election as a director of ADEX unless nominated in accordance with the procedures set forth therein. The officer of ADEX presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.	to be properly brought before an annual meeting by a stockholder pursuant to the paragraph above, the stockholder must (i) have given Timely Notice thereof in writing to the Secretary of New GRIID, (ii) have provided any updates or supplements to such notice at the times and in the forms required by the proposed bylaws and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination is made, have acted in accordance with the representations set forth in the solicitation statement required by the proposed bylaws.

299


Provision	ADEX	New GRIID
Limitation of Liability of Directors and Officers	The current charter provides that a director of ADEX shall not be personally liable to ADEX or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to ADEX or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of ADEX shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of the foregoing provisions by the stockholders of ADEX shall not adversely affect any right or protection of a director of ADEX with respect to events occurring prior to the time of such repeal or modification.	The proposed charter provides that a director of New GRIID shall not be personally liable to New GRIID or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to New GRIID or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of New GRIID shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of Section 7.1 of the proposed charter by the stockholders of New GRIID shall not adversely affect any right or protection of a director with respect to events occurring prior to the time of such repeal or modification. The rights and authority conferred in the foregoing provisions shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.

Indemnification of Directors, Officers, Employees and Agents	The current charter provides that ADEX, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer	The proposed charter provides that New GRIID, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer

300


Provision	ADEX	New GRIID
	or director may be entitled to indemnification hereunder shall be paid by ADEX in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by ADEX as authorized thereby.	or director may be entitled to indemnification hereunder shall be paid by New GRIID in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by New GRIID as authorized thereby. The rights and authority conferred in the foregoing provisions shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.

Dividends	The current charter provides that, subject to applicable law and the rights, if any, of the holders of any outstanding series of the preferred stock, the holders of shares of common stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of ADEX) when, as and if declared thereon by the board from time to time out of any assets or funds of ADEX legally available therefor and shall share equally on a per share basis in such dividends and distributions.	The proposed charter provides that, subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference senior to or the right to participate with the New GRIID common stock with respect to the payment of dividends, such dividends and other distributions of cash, stock or property may be declared and paid on the New GRIID common stock out of the assets of New GRIID that are by law available therefor, at the times and in the amounts as the New GRIID board of directors in its discretion may determine.

Liquidation	Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of ADEX, after payment or provision for payment of the debts and other liabilities of ADEX, the holders of shares of ADEX common stock shall be entitled to receive all the remaining assets of ADEX available for distribution to its stockholders, ratably in proportion to the number of shares of ADEX common stock held by them.	Subject to applicable law and the rights, if any, of the holder of any outstanding series of preferred stock, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of New GRIID, after payment or provision for payment of the debts and other liabilities of New GRIID and of the preferential and other amounts, if any, to which the holders of preferred stock are entitled, if any, the holders of all outstanding shares of New GRIID common

301


Provision	ADEX	New GRIID
		stock will be entitled to receive an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of New GRIID common stock will be entitled to receive the remaining assets of New GRIID available for distribution ratably in proportion to the number of shares of New GRIID common stock.

Supermajority Voting Provisions	The current charter provides that ADEX shall not engage in any business combination, at any point in time at which ADEX’s common stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder, unless at or subsequent to such time, the business combination is approved by the ADEX board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of ADEX which is not owned by the interested stockholder.	Under the proposed charter, subject to any limitations imposed by the DGCL, except for directors elected by holders of New GRIID preferred stock, any director or the entire New GRIID board of directors may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least 66 2/3% of the total voting power of the outstanding shares of capital stock of New GRIID entitled to vote generally in the election of directors, voting together as a single class. Under the proposed charter, subject to Section 4.2 thereof, New GRIID reserves the right to amend, alter, change, add or repeal any provision contained in the proposed charter (including any preferred stock designation),
		in the manner now or hereafter prescribed by the proposed charter and the DGCL, and except as set forth in Article VII of the proposed charter, all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to the proposed charter in its present form or as hereafter amended, are granted and held subject to the right reserved in Article XII of the proposed charter. Notwithstanding anything to the contrary contained in the proposed charter, and

302


Provision	ADEX	New GRIID
		notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Section 5.5, or Articles VI, VII, IX, or XII of the proposed charter may be altered, amended or repealed in any respect, nor may any provision or by-law inconsistent therewith be adopted, unless in addition to any other vote required by the proposed charter or otherwise required by law, such alteration, amendment, repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of New GRIID entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose.

Anti-Takeover Provisions and Other Stockholder Protections	The current charter states that ADEX will not be subject to Section 203 of the DGCL. However, the current charter contains provisions that have the same effect as Section 203 of the DGCL, except that it provides that affiliates of the Sponsor and its transferees will not be deemed to be “interested stockholders,” regardless of the percentage of their voting stock and are therefore not be subject to such restrictions.	The proposed charter is silent with respect to Section 203 of the DGCL, and therefore, Section 203 of the DGCL applies to New GRIID.

Choice of Forum	The current charter states that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (a) any derivative action or proceeding brought on behalf of ADEX, (b) any action asserting a claim of breach of a	The proposed charter states that the Court of Chancery of the State of Delaware (or, and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware, or, if and only if all such state courts lack subject matter jurisdiction, the federal

303


Provision	ADEX	New GRIID
	fiduciary duty owed by any director, officer or other employee of ADEX to ADEX or ADEX’s stockholders, (c) any action asserting a claim against ADEX, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and Restated Certificate or the bylaws of ADEX, or (d) any action asserting a claim against ADEX, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (i) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (ii) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (iii) for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, (A) the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, and (B) unless ADEX consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder.	district court for the District of Delaware) and any appellate court therefrom shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (a) any derivative claim or action or proceeding brought on behalf of New GRIID, (b) any claim or action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of New GRIID to New GRIID or New GRIID’s stockholders, (c) any claim or action asserting a claim against New GRIID, or any current or former director, officer or employee of New GRIID arising pursuant to any provision of the DGCL, the proposed charter or the proposed bylaws of New GRIID (as each may be amended from time to time), (d) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the proposed charter or the proposed bylaws of New GRIID (as each may be amended from time to time, including any right, obligation or remedy thereunder); (e) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (f) any action asserting a claim against New GRIID, or any director, officer or employee of New GRIID governed by the internal affairs doctrine or otherwise related to New GRIID’s internal affairs, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. Article IX the proposed charter shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act or

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Provision	ADEX	New GRIID
		the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Unless New GRIID consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

This section describes certain U.S. federal income tax consequences to (i) U.S. Holders (as defined below) of GRIID limited liability company membership units of the exchange of their membership units for ADEX common stock in the merger, and (ii) U.S. Holders and Non-U.S. Holders (as defined below) of ADEX common stock of the redemption of their common stock for cash upon the closing of the merger. This discussion applies only to holders of GRIID limited liability company membership units or ADEX common stock, as the case may be, that hold such units or shares as “capital assets” within the meaning of Section 1221 of the Code (generally property held for investment). Based upon and subject to the assumptions, qualifications and limitations set forth herein and in the opinion filed as Exhibit 8.1 to the registration statement of which this prospectus forms a part, the statements of law and legal conclusions set forth below represent the opinion of Troutman Pepper Hamilton Sanders LLP, with respect to the section titled “Tax Considerations of the Merger to U.S. Holders of GRIID Limited Liability Company Membership Units” below.

This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect the tax consequences discussed below. No rulings have been or will be sought from the IRS concerning the tax consequences of the merger or the redemption. Accordingly, there can be no assurance that the IRS will not take a contrary position to that discussed below regarding the tax consequences of the merger or the redemption discussed below, or that any such contrary position would not be sustained by the courts.

The following discussion does not address the effects of other U.S. federal tax laws, such as estate and gift tax laws or the net investment income tax, and any applicable state, local or non-U.S. tax laws are not discussed.

This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

•

banks, insurance companies, and certain other financial institutions;

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regulated investment companies and real estate investment trusts;

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brokers, dealers or traders in securities;

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traders in securities that elect to mark to market;

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tax-exempt organizations or governmental organizations;

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U.S. expatriates and former citizens or long-term residents of the United States;

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persons subject to special tax accounting rules as a result of any item of gross income with respect to GRIID limited liability company membership units or ADEX common stock, as the case may be, being taken into account in an applicable financial statement;

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persons that actually or constructively own 10% or more of the voting stock of ADEX or GRIID by vote or value;

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S corporations, partnerships or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein);

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U.S. Holders having a functional currency other than the U.S. dollar;

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persons who hold or received GRIID limited liability company membership units or ADEX common stock, as the case may be, pursuant to the exercise of any employee stock option or otherwise as compensation;

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•

tax-qualified retirement plans;

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“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

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U.S. Holders of ADEX common stock that hold such stock as Section 306 stock; and

•

foreign government or international organizations.

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of GRIID limited liability company membership units or shares of ADEX common stock, as the case may be, that is for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

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a domestic corporation;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds GRIID limited liability company membership units or ADEX common stock, the tax treatment of an owner of such entity will depend on the status of the owners, the activities of the entity and certain determinations made at the owner level. Accordingly, entities and arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them of the exchange of their limited liability company membership units of GRIID for ADEX common stock in the merger or the redemption of their ADEX common stock, as applicable. In addition, this discussion does not discuss any consequences to any U.S. Holder of GRIID limited liability company membership units arising from their holding of such units in an entity treated as a partnership for U.S. federal income tax purposes prior to the merger.

HOLDERS OF GRIID LIMITED LIABILITY COMPANY MEMBERSHIP UNITS OR ADEX COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Considerations of the Merger to U.S. Holders of GRIID Limited Liability Company Membership Units

Characterization of the Merger

It is expected, and each of ADEX and GRIID intends, that the merger should be treated for U.S. federal income tax purposes as a tax-free exchange (subject to the subsequent sentence). If the GRIID members that exchange of their limited liability company membership units of GRIID for ADEX common stock (and any others who are contributing property to ADEX as part of the same transaction) own, immediately after the merger, 80% or more of the common stock of ADEX, then pursuant to Section 351(a) of the Code, the merger should be treated for U.S. federal income tax purposes as a tax-free exchange, provided certain additional conditions are satisfied by GRIID and ADEX. Notwithstanding the potential application of Section 351(a) of the Code to the exchange, however, certain GRIID members may recognize gain in an otherwise tax-free exchange to the extent a member’s allocable share of the liabilities of GRIID, at the time of the merger, exceeds such member’s adjusted tax basis in the GRIID limited liability company membership units surrendered.

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If the GRIID members that exchange their limited liability company membership units of GRIID for ADEX common stock own, immediately after the merger, less than 80% of the common stock of ADEX, then the exchange should be treated for U.S. federal income tax purposes as a taxable exchange in which the exchanging GRIID members recognize gain or loss.

ADEX and GRIID do not intend to seek, and have not sought, any rulings from the IRS regarding the U.S. federal income tax consequences of the merger, and the ownership of ADEX common stock after the merger is unknown. Accordingly, there can be no assurance that the exchange of GRIID limited liability company membership units for ADEX common stock will qualify as an exchange described in Section 351(a) of the Code or a taxable exchange. New GRIID intends to inform exchanging GRIID members whether, based on the ownership of ADEX common stock by former GRIID members immediately after completion of the merger and the satisfaction of other conditions under Section 351(a) of the Code, it believes that the merger should be treated as a tax-free exchange described in Section 351(a) of the Code. There can be no assurance that the IRS will not assert, or that a court will not sustain, a position contrary to the conclusions set forth below. The receipt of an opinion as to the tax consequences of the merger by Troutman Pepper Hamilton Sanders LLP, or any other firm, is not a condition to the closing of the merger.

U.S. Federal Income Tax Consequences for U.S. Holders

Subject to the limitations and qualifications set forth herein and in the opinion referenced above filed as Exhibit 8.1 to this proxy statement/prospectus, if the merger qualifies as an exchange described in Section 351(a) of the Code, a U.S. Holder of GRIID limited liability company membership units will not recognize gain or loss upon the exchange of GRIID limited liability company membership units for ADEX common stock pursuant to the merger, except to the extent such member’s allocable share of the liabilities of GRIID, at the time of the merger, exceeds such member’s adjusted tax basis in the GRIID limited liability company membership units surrendered. Any such gain will constitute long-term capital gain if the U.S. Holder’s holding period in the GRIID limited liability company membership units exceeds one year as of the closing date of the merger, except to the extent the gain is attributable to certain assets of GRIID, as described in Section 751 of the Code. Gains attributable to such assets will be subject to U.S. federal income tax at ordinary rates.

A U.S. Holder’s aggregate tax basis in the shares of ADEX common stock received in the merger in exchange for GRIID limited liability company membership units will equal (1) the U.S. Holder’s aggregate tax basis in the shares of GRIID limited liability company membership units surrendered in the merger, (2) reduced by such U.S. Holder’s allocable share of the liabilities of the GRIID limited liability company, and (3) increased by any gain recognized by such holder as a result of such holder’s allocated share of the liabilities exceeding such holder’s adjusted tax basis in the GRIID limited liability company membership units surrendered, as described in the preceding paragraph. The holding period of such shares of ADEX common stock received in the merger will include the holding period of GRIID limited liability company membership units surrendered in exchange therefor.

For purposes of determining the tax bases and holding periods for shares of ADEX common stock received in the merger, U.S. Holders who acquired different blocks of GRIID limited liability company membership units at different times or for different prices must allocate their bases and holding periods in their GRIID limited liability company membership units ratably over the ADEX common stock received in the merger.

U.S. Federal Income Tax Consequences if the Merger Were Not To Qualify as an Exchange Described in Section 351(a) of the Code

If the merger did not qualify as an exchange described in Section 351(a) of the Code, a U.S. Holder of GRIID limited liability company membership units should recognize gain or loss equal to the difference, if any, between (1) the fair market value of the ADEX common stock received in exchange for the GRIID limited liability company membership units surrendered in the merger plus the U.S. Holder’s share of the liabilities of

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GRIID, at the time of the merger, and (2) the U.S. Holder’s adjusted tax basis in such surrendered units. Any such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the GRIID limited liability company membership units surrendered in the merger exceeds one year as of the closing date of the merger, except to the extent the gain is attributable to certain assets of GRIID, as described in Section 751 of the Code. Gains attributable to such assets will be subject to U.S. federal income tax at ordinary rates. Long-term capital gains of non-corporate taxpayers are taxed at a reduced U.S. federal income tax rate. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

A U.S. Holder of GRIID limited liability company membership units may be subject to information reporting and backup withholding for U.S. federal income tax purposes on proceeds received in connection with the merger. The current backup withholding rate is 24%. Backup withholding will not apply, however, to a U.S. Holder who (i) furnishes a correct taxpayer identification number and certifies the U.S. Holder is not subject to backup withholding on IRS Form W-9 or a substantially similar form or (ii) certifies that such U.S. Holder is otherwise exempt from backup withholding. U.S. Holders of GRIID limited liability company membership units should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption. If a U.S. Holder does not provide a correct taxpayer identification number on IRS Form W-9 or other proper certification, the U.S. Holder may be subject to penalties imposed by the IRS. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

THIS DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO U.S. HOLDERS OF GRIID LIMITED LIABILITY COMPANY MEMBERSHIP UNITS IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO BE, AND MAY NOT BE CONSTRUED AS, TAX ADVICE. HOLDERS OF GRIID LIMITED LIABILITY COMPANY MEMBERSHIP UNITS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES, OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION, OR UNDER ANY APPLICABLE TAX TREATY.

Certain Tax Considerations Related to a Redemption of Common Stock

Treatment of Redemption of Common Stock

Redemption of Common Stock. In the event that a holder’s ADEX common stock is redeemed pursuant to the redemption provisions described in this proxy statement/prospectus under the section entitled “Special Meeting of ADEX Stockholders—Redemption Rights,” the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as an exchange of ADEX common stock under Section 302 of the Code with respect to such holder or whether the redemption is treated as a distribution to which Section 301 of the Code applies. Whether a redemption qualifies for exchange treatment will depend largely on the total number of shares of ADEX common stock treated as held by the holder (including any stock constructively owned by the holder as a result of owning warrants) relative to all of ADEX’s shares outstanding both before and after the redemption. The redemption of ADEX common stock generally will be treated as an exchange of the ADEX common stock for cash (rather than a corporate distribution) if the redemption or purchase by ADEX (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in ADEX or (iii) is “not essentially equivalent to a dividend” with respect to the holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a holder takes into account not only stock actually owned by the holder, but also shares of ADEX common stock that are constructively owned by it. A

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holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any stock the holder has a right to acquire by exercise of an option, which would generally include ADEX common stock which could be acquired pursuant to the exercise of the warrants.

In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the holder immediately following the redemption of ADEX common stock must, among other requirements, be less than 80% of the percentage of ADEX’s outstanding voting stock actually and constructively owned by the holder immediately before the redemption.

There will be a complete termination of a holder’s interest if either (i) all of the shares of ADEX common stock actually and constructively owned by the holder are redeemed or (ii) in the case of an individual holder, all of the shares of ADEX common stock actually owned by the holder are redeemed and the holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the holder does not constructively own any other stock.

The redemption of ADEX common stock will not be essentially equivalent to a dividend if a holder’s conversion results in a “meaningful reduction” of the holder’s proportionate interest in ADEX. Whether the redemption will result in a meaningful reduction in a holder’s proportionate interest in ADEX will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A holder should consult with its own tax advisors as to the tax consequences of a redemption or purchase by ADEX.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under “—U.S. Holders—Taxation of Redemption Treated as a Distribution” below. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed ADEX common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

Excise Tax

A domestic corporation whose stock is traded on an established securities market is subject to an excise tax of 1% of the fair market value of its stock that it repurchases during each taxable year. The fair market value of the repurchased stock subject to this excise tax is reduced by the fair market value of any stock issued by the corporation during its taxable year. Recently issued guidance from the Department of Treasury and the IRS does not exclude the ADEX common stock issued in exchange for units of GRIID limited liability company membership units from reducing the value of repurchased stock for this purposes. We expect that if any excise tax were imposed on ADEX, ADEX would use interest earned on the trust account, as permitted by the current charter, to satisfy any liability for the excise tax. This would reduce the amount available for distribution to the remaining holders of IPO Shares or for the use of the surviving company if ADEX completes an initial business combination.

U.S. Federal Income Tax Consequences of the Redemption for U.S. Holders

Taxation of Redemption Treated as an Exchange of Common Stock. If the redemption qualifies as an exchange of common stock as described above under “—Treatment of Redemption of Common Stock,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the common stock. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the common stock suspends the running of the applicable holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at preferential rates. The deductibility of capital losses is subject to limitations.

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Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its common stock so disposed of. A U.S. Holder’s adjusted tax basis in its common stock generally will equal the U.S. Holder’s adjusted cost less any prior distributions treated as a return of capital for U.S. federal income tax purposes.

Taxation of Redemption Treated as a Distribution. If the redemption does not qualify as an exchange of common stock, a U.S. Holder will generally be treated as receiving a distribution in respect of its common stock. Such a distribution generally will be includable in a U.S. Holder’s gross income as dividend income to the extent that such distributions are paid out of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Dividends will be taxable to a corporate U.S. Holder at regular rates and will generally be eligible for the dividends-received deduction if the requisite holding period is satisfied.

For non-corporate U.S. Holders, if the U.S. Holder satisfies certain holding period requirements and the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property, dividends will be “qualified dividend income” taxed at the preferential applicable long-term capital gain rate. It is unclear whether the redemption rights with respect to the common stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the holding period requirements are not satisfied, then non-corporate U.S. Holders may be subject to tax on such dividends at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.

Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its common stock (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such common stock in the manner described above under “—Taxation of Redemption Treated as an Exchange of Common Stock.”

U.S. Information Reporting and Backup Withholding. Distributions with respect to the common stock to a U.S. Holder, whether or not such distributions qualify as dividends for U.S. federal income tax purposes, and proceeds from the sale, exchange or redemption of the common stock by a U.S. Holder generally are subject to information reporting to the IRS and possible U.S. backup withholding, unless the U.S. Holder is an exempt recipient. Backup withholding may apply to such payments if a U.S. Holder fails to furnish a correct taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and such holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

U.S. Federal Income Tax Consequences of the Redemption for Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of common stock that is for U.S. federal income tax purposes:

•

a non-resident alien individual;

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a foreign corporation; or

•

a foreign estate or trust.

Redemption of Common Stock. The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s share of common stock pursuant to the redemption provisions described in the section of this proxy statement/prospectus entitled “Special Meeting of ADEX Stockholders—Redemption Rights” generally will follow the U.S. federal income tax characterization of such a redemption as described

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under “—Treatment of Redemption of Common Stock” above. It is possible that because the applicable withholding agent may not be able to determine the proper characterization of a redemption of a Non-U.S. Holder’s common stock, the withholding agent might treat the redemption as a distribution subject to withholding tax.

Taxation of Redemption Treated as an Exchange of Common Stock. A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of any gain realized upon the redemption of ADEX common stock unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

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the ADEX common stock constitutes a U.S. real property interest (“USRPI”) by reason of ADEX’s status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates applicable to a U.S. Holder, unless an applicable tax treaty provides otherwise. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet above, ADEX believes that it is not and has not been at any time since its formation, and does not expect to be immediately after the merger is completed, a USRPHC.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Taxation of Redemption Treated as a Distribution. If the redemption does not qualify as an exchange of ADEX common stock, with respect to a Non-U.S. Holder, such holder generally will be treated as receiving a distribution in respect of the common stock. Such a distribution to the extent paid out of ADEX’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles) will constitute, first, a dividend for U.S. federal income tax purposes. Amounts not treated as a dividend for U.S. federal income tax purposes will constitute a return of capital and be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero, and thereafter as capital gain and will be treated as described above under “—Non-U.S. Holders—Taxation of Redemption Treated as an Exchange of Common Stock.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

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If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding. Payments of dividends on ADEX common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds from a sale or other taxable disposition of common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds from a disposition of common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts. Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or disposition of ADEX common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on ADEX common stock. While withholding under FATCA would

313

have applied also to payments of gross proceeds from the sale or other disposition of ADEX common stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Non-U.S. Holders should consult their tax advisors regarding the potential application of withholding under FATCA.

314

APPRAISAL RIGHTS

There are no appraisal rights in connection with any of the proposals to be voted on at the special meeting. ADEX’s warrants do not have voting rights in connection with the proposals.

315

STOCKHOLDER NOMINATIONS AND PROPOSALS

ADEX’s board of directors is aware of no other matter that may be brought before the special meeting. Under Delaware law, only business that is specified in the notice of special meeting to stockholders may be transacted at the special meeting.

For any proposal to be considered for inclusion in our proxy statement/prospectus and form of proxy for submission to the stockholders at New GRIID’s 2023 annual meeting of stockholders, assuming consummation of the merger, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and New GRIID’s bylaws. Since the 2023 annual meeting would be New GRIID’s first annual meeting of stockholders, such proposals must be received by New GRIID at its offices at 2577 Duck Creek Road, Cincinnati, OH 45212, a reasonable time before New GRIID begins to print and mail its 2023 annual meeting proxy materials in order to be considered for inclusion in New GRIID’s proxy materials for the 2023 annual meeting.

In addition, New GRIID’s bylaws will provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting. To be timely, a stockholder’s notice must be delivered to New GRIID at its offices at 2577 Duck Creek Road, Cincinnati, OH 45212, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, which would be the case for the 2023 annual meeting, notice by the stockholder to be timely must be so received no earlier than the opening of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting and (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by New GRIID. New GRIID will consider director nominees recommended by stockholders. Stockholders who intend to solicit proxies in support of director nominees other than New GRIID’s nominees must also provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 90 days nor earlier than 120 days prior to the anniversary of the previous year’s annual meeting of stockholders, or, if the date of the meeting is more than 30 days prior to or more than 60 days after the anniversary of the previous year’s annual meeting, then notice must be provided not later than the 90th day prior to the date of the annual meeting or the tenth day following the day on which public announcement of the date of the annual meeting is first made by New GRIID. Nominations and proposals also must satisfy other requirements set forth in New GRIID’s bylaws. The chairman of our board of directors may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.

The foregoing summary is qualified in its entirety by reference to the complete text of the proposed bylaws, a copy of which is filed as exhibit 3.2 to the registration statement of which this proxy statement/prospectus forms a part.

HOUSEHOLDING INFORMATION

Unless ADEX has received contrary instructions, ADEX may send a single copy of this proxy statement/prospectus to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of ADEX’s disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. We will promptly provide separate copies upon written or oral request. Similarly, if an address is shared with another stockholder and together both of the

316

stockholders would like to receive only a single set of ADEX’s disclosure documents, the stockholders should follow these instructions:

•

If the shares are registered in the name of the stockholder, the stockholder should contact ADEX at its offices at 1345 Avenue of the Americas, 33^rd Floor New York, NY 10105 to inform ADEX of its, his or her request; or

•

If a bank, broker or other nominee holds the share, the stockholder should contact the bank, broker or other nominee directly.

317

LEGAL MATTERS

The validity of the common stock to be issued in connection with the merger will be passed upon for ADEX by Covington & Burling LLP.

EXPERTS

The financial statements of Adit EdTech Acquisition Corp. (“ADEX”) as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and for the period from October 15, 2020 (inception) through December 31, 2020, included in this proxy statement/prospectus have been audited by Marcum LLP, independent registered public accounting firm, as stated in their report herein, appearing elsewhere in this proxy statement/prospectus (which report expresses an unqualified opinion and contains an explanatory paragraph relating to substantial doubt about ADEX’s ability to continue as a going concern), and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Griid Infrastructure LLC and subsidiaries as of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021 included in this proxy statement/prospectus have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report included in this proxy statement/prospectus (which report expresses an unqualified opinion and contains an explanatory paragraph relating to substantial doubt about GRIID’s ability to continue as a going concern) in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

ADEX is subject to the information and periodic reporting requirements of Section 13(a) and Section 15(d) of the Exchange Act, and files annual, quarterly and current reports with the SEC. Upon the effectiveness of the registration statement and following completion of the transaction, New GRIID will continue to be subject to these requirements. You will be able to obtain ADEX’s SEC filings, including the registration statement and this proxy statement/prospectus, free of charge at the SEC’s website at http://www.sec.gov. These documents are also available at ADEX’s website at http://www.aditedtech.com under the heading “SEC Filings.” The references to these websites are inactive textual references only, and the information provided on the SEC’s and ADEX’s website is not a part of this proxy statement/prospectus and therefore is not incorporated by reference into this proxy statement/prospectus.

GRIID does not have a class of securities registered under Section 12 of the Exchange Act, or listed on a public exchange, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents or reports with the SEC.

You can obtain documents referenced in this proxy statement/prospectus at no cost by requesting them in writing or by telephone from ADEX:

John D’Agostino

Adit EdTech Acquisition Corp.

1345 Avenue of the Americas, 33^rd Floor

New York, NY 10105

Telephone: (646) 291-6930

Email: dagostino@aditedtech.com

318

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitation agent at the following address and telephone number:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Telephone: (877) 259-6290

(banks and brokers call collect at (212) 297-0720)

Email: info@okapipartners.com

No one has been authorized to provide you with any information that is different from that contained in this proxy statement/prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This proxy statement/prospectus may be used only for the purpose for which it has been prepared. This proxy statement/prospectus is dated , , and you should assume that the information in this proxy statement/prospectus is accurate only as of such date or such other date as is specified. Neither the mailing of this proxy statement/prospectus to the GRIID members nor the issuance by ADEX of ADEX common stock in connection with the merger will create any implication to the contrary.

319

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INDEX TO FINANCIAL STATEMENTS

ADIT EDTECH ACQUISITION CORP.


	Page
Consolidated Financial Statements of Adit EdTech Acquisition Corp. as of December 31, 2021 and 2020, and for the Year Ended December 31, 2021 and the Period from October 15, 2020 (inception) to December 31, 2020
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Stockholders’ Deficit		F-4
Statements of Cash Flows		F-5
Notes to Financial Statements		F-6

Unaudited Interim Financial Statements of Adit EdTech Acquisition Corp. as of and for the three and nine months ended September 30, 2022 and 2021
Unaudited Condensed Balance Sheet as of September 30, 2022		F-24
Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021		F-25
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021		F-26
Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021		F-27
Notes to Unaudited Condensed Financial Statements		F-28

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES


	Page
Consolidated Financial Statements of Griid Infrastructure LLC and Subsidiaries as of and for the Years Ended December 31, 2021 and 2020
Report of Independent Registered Public Accounting Firm		F-49
Consolidated Balance Sheets as of December 31, 2021 and 2020		F-50
Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 (restated)		F-51
Consolidated Statements of Members’ Deficit for the Years Ended December 31, 2021 and 2020		F-52
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 (restated)		F-54
Notes to Consolidated Financial Statements		F-56

Unaudited Interim Financial Statements of Griid Infrastructure LLC and Subsidiaries as of and for the Three and Nine-Month Periods Ended September 30, 2022
Unaudited Consolidated Balance Sheets as of September 30, 2022		F-86
Unaudited Consolidated Statements of Operations for the Three and Nine-Month Periods Ended September 30, 2022		F-87
Unaudited Consolidated Statements of Members’ Deficit for the Three and Nine-Month Periods Ended September 30, 2022		F-88
Unaudited Consolidated Statements of Cash Flows for the Three and Nine-Month Periods Ended September 30, 2022		F-90
Notes to Unaudited Consolidated Financial Statements		F-91

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Adit EdTech Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Adit EdTech Acquisition Corp. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from October 15, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from October 15, 2020 (inception) through December 31, 2020, are in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 would not be sufficient to allow the Company to operate for a reasonable period of time, which is considered to be one year from the date of issuance of the financial statements, assuming that a business combination is not consummated. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum

LLP

Marcum

LLP

We have served as the Company’s auditor since 2020.

New York, NY

March 21, 2022

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ADIT EDTECH ACQUISITION CORP.

BALANCE SHEETS


	December 31, 2021			December 31, 2020
Assets
Current asset — cash	$	462,274		$	35,614
Prepaid expenses		265,282			—
Deferred offering costs		—			469,160

Total current assets		727,556			504,774
Prepaid expenses, non-current		14,384			—
Cash and securities held in Trust Account		276,115,444			—

Total Assets	$	276,857,384		$	504,774

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
Current Liabilities:
Accrued offering costs and expenses	$	3,153,755		$	330,300
Due to related party		18,986			—
Promissory note — related party		—			150,000
Working capital loan — related party		150,000			—

Total current liabilities		3,322,741			480,300
Warrant liability		5,044,441			—
Deferred underwriting discount		9,660,000			—

Total liabilities		18,027,182			480,300

Commitments
Common Stock subject to possible redemption, 27,600,000 and zero shares at redemption value, respectively		276,000,000			—
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,900,000 and 6,900,000 shares issued and outstanding (excluding 27,600,000 and zero shares at redemption value), respectively		690			690
Additional paid-in capital		—			24,310
Accumulated deficit		(17,170,488	)		(526	)

Total Stockholders’ Equity (Deficit)		(17,169,798	)		24,474

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	276,857,384		$	504,774

The accompanying notes are an integral part of these financial statements.

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ADIT EDTECH ACQUISITION CORP.

STATEMENTS OF OPERATIONS


	For the Year Ended December 31, 2021			For the Period from October 15, 2020 (Inception) to December 31, 2020
Formation and operating costs	$	3,704,239		$	526

Loss from operations		(3,704,239	)		(526	)

Other income:
Change in fair value of warrants		956,035			—
Trust interest income		115,444			—

Total other income		1,071,479			—

Net loss	$	(2,632,760	)	$	(526	)

Basic and diluted weighted average shares outstanding, redeemable common stock		26,492,055			—

Basic and diluted net loss per share	$	(0.08	)	$	—

Basic and diluted weighted average shares outstanding, common stock		6,853,151			6,000,000

Basic and diluted net loss per share	$	(0.08	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements.

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ADIT EDTECH ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2021


	Common Stock				Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance as of December 31, 2020		6,900,000	$	690	$	24,310		$	(526	)	$	24,474

Proceeds allocated to Public Warrants		—		—		16,771,351			—			16,771,351
Proceeds allocated to Private Placement Warrants		—		—		7,270,000			—			7,270,000
Offering costs allocated warrants		—		—		(981,103	)		—			(981,103	)
Modification to Private Placement Warrants to qualify as liability		—		—		(6,000,476	)		—			(6,000,476	)
Accretion of common stock to redemption value		—		—		(17,084,082	)		(14,537,202	)		(31,621,284	)
Net loss		—		—		—			(2,632,760	)		(2,632,760	)

Balance as of December 31, 2021		6,900,000	$	690	$	—		$	(17,170,488	)	$	(17,169,798	)

The accompanying notes are an integral part of these financial statements.

ADIT EDTECH ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM OCTOBER 15, 2020 (INCEPTION) TO DECEMBER 31, 2020


	Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholder’s Equity
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholder’s Equity
Balance as of October 15, 2020 (inception)		—	$	—	$	—	$	—		$	—

Issuance of common stock to Sponsor		6,900,000		690		24,310		—			25,000
Net loss		—		—		—		(526	)		(526	)

Balance as of December 31, 2020		6,900,000	$	690	$	24,310	$	(526	)	$	24,474

The accompanying notes are an integral part of these financial statements.

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ADIT EDTECH ACQUISITION CORP.

STATEMENTS OF CASH FLOWS


	For the Year Ended December 31, 2021			For the Period from October 15, 2020 (Inception) to December 31, 2020
Cash flows from operating activities:
Net loss	$	(2,632,760	)	$	(526	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		(956,035	)		—
Interest earned on cash and marketable securities held in Trust Account		(115,444	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(279,666	)		—
Accrued offering costs and expense		3,311,388			500
Due to related party		214			—

Net cash used in operating activities		(672,304	)		(26	)

Cash flows from investing activities:
Investment held in Trust Account		(276,000,000	)		—

Net cash used in investing activities		(276,000,000	)		—

Cash flows from financing activities:
Proceeds from Initial Public Offering, net of underwriters’ fees		270,480,000			—
Proceeds from private placement		7,270,000			—
Payments of offering costs		(651,036	)		—
Proceeds from issuance of promissory note to related party		150,000			175,000
Payment of promissory note to related party		(150,000	)		(25,000	)
Payment of deferred offering costs		—			(114,360	)

Net cash provided by financing activities		277,098,964			35,640

Net change in cash		426,660			35,614
Cash, beginning of the period		35,614			—

Cash, end of the period	$	462,274		$	35,614

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid-in capital	$	9,660,000		$	—

Initial value of common stock subject to possible redemption	$	276,000,000		$	—

Deferred offering costs paid by Sponsor loan	$	18,773		$	—

Modification to Private Placement Warrants to qualify as liability	$	6,000,476		$	—

Deferred offering costs included in accrued expenses	$	—		$	329,800

Deferred offering costs paid by Sponsor in exchange for issuance of Common Stock	$	—		$	25,000

The accompanying notes are an integral part of these financial statements.

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ADIT EDTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

Adit EdTech Acquisition Corp. (the “Company”) was incorporated in Delaware on October 15, 2020. The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus its search for a business that would benefit from its founders’ and management team’s experience and ability to identify, acquire and manage a business in the education, training and education technology industries.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has selected December 31 as its fiscal year end.

As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 15, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will

generate non-operating income

in the form of interest income from the proceeds derived from the IPO.

The Company’s sponsor is Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

Financing

The registration statements for the Company’s IPO were declared effective on January 11, 2021. On January 14, 2021, the Company consummated the IPO of 24,000,000

units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00

per Unit, generating gross proceeds of $240,000,000

Simultaneously with the closing of the IPO, the Company consummated the sale of 6,550,000

Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00

per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $6,550,000

The Company granted the underwriters in the

IPO a 45-day option

to purchase up to 3,600,000

additional Units to cover over-allotments, if any. On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000

Units (the “Over-allotment Units”), generating aggregate gross proceeds of $36,000,000

, and incurred $720,000

in deferred underwriting fees. Simultaneously with the closing of the sale of the Over-allotment Units, the Company consummated the sale of an additional 720,000

Private Placement Warrants at a price of $1.00

per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $720,000

Transaction costs amounted to $15,831,036

consisting of $5,520,000

of underwriting discount, $9,660,000

of deferred underwriting discount, and $651,036

of other offering costs.

Trust Account

Following the closing of the IPO on January 14, 2021 and the under

writers’ full exer

cise of their over-allotment option on January 19, 2021, $276,000,000

($10.00

per Unit) from the net proceeds of the sale of the Units in the

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IPO, the sale of Over-allotment Units and the sale of the Private Placement Warrants were placed in a Trust Account, which are held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of

Rule 2a-7 of

the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account.

Initial Business Combination

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated

to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination and, if the Company seeks stockholder approval, a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Business Combination are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares it purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate

or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers, directors and industry advisors have agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and

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Restated Certificate of Incorporation or to redeem 100

% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights

or pre-initial Business

Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until January 14, 2023

to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at

a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000

of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Founder Shares have agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00

10.00

per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $

100,000

for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of

1933

, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of December 31

, 2021

, the Company had $462,274

in its operati

ng bank account, and a working capital deficit of $2,710,629

, excluding the franchise tax payable that can be paid through the interest income earned on Trust Account.

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Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000

(see Note 5) for the Founder Shares to cover certain offering costs, and a loan under an unsecured promissory note from the Sponsor of $150,000

(see Note 5). Subsequent to the consummation of the IPO and sale of Private Placement Warrants, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the sale of Private Placement Warrants not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or the Company’s officers and directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5).

Going Concern Consideration

The Company anticipates that the $

462,274

in its operating bank account as of December

2021

will not be sufficient to allow the Company to operate for at least the next

months, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Management plans to address this uncertainty through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2

— Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2

(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102

(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth

companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no

t have any cash equivalents as of December 31

, 2021

and 2020

Investment Held in Trust Account

Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities

as held-to-maturity in

accordance with ASC Topic 320

“Investments—Debt and Equity

Securities.” Held-to-maturity securities

are those securities which the Company has the ability and intent to hold until

maturity. Held-to-maturity treasury

securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value

of held-to-maturity securities

below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent

to year-end, forecasted

performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the

related held-to-maturity security

as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned.

Fair Value Measurements

Fair value is defined as the price that woul

d be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1

measurements) and the lowest priority to unobservable inputs (Level 3

measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

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•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820

, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents and promissory note to related party are estimated to approximate the carrying values as of December 31

, 2021

and 2020

due to the short maturities of such instruments.

The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3

. See Note

for additional information on assets and liabilities measured at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000

. At December 31

, 2021

and 2020

, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Common Stock Subject to Possible Redemption

All of the 27,600,000

common shares sold as part of the Units contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC

480-10-S99,

redemption provisions not solely within the control of the Company require common shares subject to redemption to be classified outside of permanent equity. Therefore, all 27,600,000

common shares were classified outside of permanent equity as of December 31

, 2021

The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common shares are recorded as charges against additional paid in capital and accumulated deficit.

Net Loss Per Share of Common Stock

The Company has two categories of sha

res, which are referr

ed to as redeemable comm

on shares and

non-redeemable

common shares. Earnings and losses are shared pro rata between the two categories of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each category for the year ended December 31, 2021:


For the year ended December 31, 2021	Redeemable			Non- Redeemable
Allocation of net loss including shares of common stock subject to possible redemption	$	(2,091,672	)	$	(541,088	)
Weighted average redeemable common stock outstanding		26,492,055			6,853,151
Basic and diluted net loss per share of common stock	$	(0.08	)	$	(0.08	)

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Net loss per share for the period from October 15, 2020 (inception) through December 31, 2020 was computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 900,000

shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note

). At December 31, 2020, the Company did no

t have

any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. At December 31, 2021, there were 46,849

potentially dilutive securities that were not included in the computation of diluted loss per share because to do s

o would have been antidilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the

ASC 340-10-S99-1 and

SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. The Company incurred offering costs amounting to $15,831,036

as a result of the IPO consisting of $5,520,000

of underwriting discount, $9,660,000

of deferred underwriting discount, and $651,036

of other offering costs.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and

ASC 815-40,

“Derivatives and Hedging – Contracts in Entity’s Own Stock

(“ASC 815-40”).” The

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,

is re-assessed at

the end of each reporting period.

At December 31, 2021, the Company had evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and

ASC 815-40.

Such guidance provides that because the Private Placement Warrants do not meet the criteria for equity treatment thereunder, each Private Placement Warrant must be recorded as a liability. Accordingly, the Company classified each Private Placement Warrant as a liability at its fair value. This liability is subject to

re-measurement

at each balance sheet date. With each such

re-measurement,

the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Private Placement Warrants had met the requirement for equity accounting treatment when initially issued. On December 23, 2021, the Private Placement Warrants were modified such that the Private Placement Warrants no longer meet the criteria for equity treatment. As such, the Private Placement Warrants were treated as derivative liability instruments from the date of the modification.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Risks and Uncertainties

Management continues to evaluate the impact of

the COVID-19 pandemic

on the Company’s financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update

(“ASU”) 2020-06, Debt

— Debt with Conversion and Other Options

(Subtopic 470-20) and

Derivatives and Hedging — Contracts in Entity’s Own Equity

(Subtopic 815-40) (“ASU 2020-06”) to

simplify accounting for certain financial instruments.

ASU 2020-06 eliminates

the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use

the if-converted method

for all convertible instruments.

ASU 2020-06 is

effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that

ASU 2020-06 would

have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Initial Public Offering

Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000

Units, at a purchase price of $10.00

per Unit. Each Unit consists of one share of common stock and one half of one warrant to purchase one share of common stock (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50

per share, subject to adjustment.

On January 14, 2021, an aggregate of $10.00

per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of

Rule 2a-7 of

the Investment Company Act.

On January 19, 2021, the underwriters exer

cised the over-allotm

ent option in full to purchase 3,600,000

Units. Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of over-allotment option on January 19, 2021, $276,000,000

was held in the Trust Account.

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As of December 31, 2021, the common stock subject to possible redemption reflected on the balance sheet was reconciled in the following table:


Gross proceeds from public issuance	$	276,000,000
Less:
Proceeds allocated to public warrants		(16,771,351	)
Common stock issuance costs		(14,849,933	)
Plus:
Accretion of carrying value to redemption value		31,621,284

Common stock subject to possible redemption	$	276,000,000

Note 4 — Private Placement

Simultaneously with the closing of the IPO on January 14, 2021, the Sponsor purchased an aggregate of 6,550,000

Private Placement Warrants at a price of $1.00

per Private Placement Warrant, for an aggregate purchase price of $6,550,000

, in a private placement (the “Private Placement”).

On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000

Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 720,000

Private Placement Warrants to the Sponsor at a purchase price of $1.00

per Private Placement Warrant, generating gross proceeds of $720,000

Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50

per share, subject to adjustment. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account on January 14, 2021. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

On December 23, 2021, the Company amended the warrant agreement entered with Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, on January 11, 2021 to modify certain provisions to conform with applicable disclosure contained in the Company’s final prospectus filed with the SEC on January 13, 2021. Pursuant to the amended warrant agreement, a Private Placement Warrant will not be redeemable by the Company for so long as it is held by its initial purchaser or a permitted transferee of such purchaser. Only the Private Placement Warrants may be exercised for cash or on a cashless basis at the holder’s option at any time, and once a Private Placement Warrant is transferred to a holder other than a permitted transferee, it shall be treated as a Public Warrant for all purposes. The change in the ability to cashless exercise at any time at the holder’s option to only being able to exercise on a cashless basis in limited situations results in the Private Placement Warrant to not be considered indexed to the entity’s own stock under Step 2 settlement provision issue under ASC 815-40. The amendment qualified the Private Placement Warrants for liability classification. The difference in its fair value immediately before and after the modification was recognized as an equity issuance cost and charged to additional

paid-in

capital. The Private Placement Warrant liability is subject to remeasurement at each balance sheet date and any change in fair value is recognized in the statement of operations.

Note 5 — Related Party Transactions

Founder Shares

In October 2020, the Sponsor paid $25,000

to cover certain offering costs of the Company in consideration of 5,750,000

shares of the Company’s common stock (the “Founder Shares”). On October 27, 2020, the Sponsor transferred 10,000

Founder Shares to each of the Company’s independent directors and 7,500

Founder Shares to

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each of the Company’s industry advisors at their original purchase price (the Sponsor, independent directors and industry advisors being defined herein collectively as the “initial stockholders”). On January 11, 2021, the Company effected a stock dividend

of 1,150,000

shares with respect to the common stock, resulting in the initial stockholders holding an aggregate of 6,900,000

Founder Shares (up to 900,000

of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised). As such, the initial stockholders collectively own 20

% of the Company’s issued and outstanding shares of common stock after the IPO. On January 19, 2021, the underwriter exercised its over-allotment option in full, hence, the 900,000

Founder Shares are no longer subject to forfeiture.

The initial stockholders

have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year

after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20

trading days within

any 30-trading day

period commencing at least 150

days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Transactions with Company Officers

On April 17, 2021, Griid Holdco LLC, a Delaware limited liability company (“GRIID”), entered into an engagement letter and an incentive unit award agreement (together, the “consulting agreements”) with Deucalion Partners, LLC, an entity affiliated with John D’Agostino, the Company’s Chief Financial Officer. Pursuant to the consulting agreements, GRIID agreed to pay to such entity $400,000

and grant such entity units representing a 0.5

% profits interest in GRIID. The cash payment will become due and payable on the earlier to occur of: (i) April 26, 2022 and (ii) the date on which GRIID consummates a merger with a special purpose acquisition company, qualified initial public offering, or other change of control transaction (each, a “qualifying transaction”). The units will vest as

to one-fourth on

April 16, 2022, and 1/36th on the 17th day of each month thereafter

, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction.

Due to Related Parties

As of December 31, 2021, one related party paid an aggregate of $18,986

on behalf of the Company to pay for offering and operating costs.

Promissory Note — Related Party

On October 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000

. The Promissory Note

was non-interest bearing

and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the IPO, (iii) the abandonment of the IPO and (iv) an Event of Default (as defined in the Promissory Note).

As of December 31, 2020, the Company had borrowed $150,000

under the Promissory Note. On July 28, 2021, the Company repaid $150,000

to the Sponsor under the Promissory Note. There was no

outstanding balance under the Promissory Note as of December 31, 2021.

On August 6, 2021, the Company issued a new unsecu

red promissory note to the Sponsor in connection with a Working Capital Loan (as defined below) made by the Sponsor to the Company pursuant to which the Company may borrow up to $300,000

in the aggregate (the “New Promissory Note”). The note

is non-interest bearing

and payable on the earlier of (i) January 14, 2023

or (ii) the effective date of a Business Combination. Any amounts outstanding under the note are convertible into warrants, at a price of $1.00

per warrant at the option of the Sponsor, the terms of which shall be identical to the Private Placement Warrants. As of December 31, 2021, the Company borrowed $150,000

under the note.

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Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the initial stockholders, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a

price of

$1.00

proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31

, 2021

, a Working Capital Loan was outstanding in the amount of $150,000

under the New Promissory Note, as detailed under the heading “Promissory Note –

Related Party.”

Administrative Service Fee

The Company entered into an agreement whereby, commencing on January 11

, 2021

, the Company has agreed to pay the Sponsor or an affiliate of the Sponsor an amount up to a total of $10,000

per month for office space, utilities, secretarial support and administrative services. Under such agreement, the Company paid $120,000

in total for the year ended December 31

, 2021

. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees.

Note 6

—Fair Value Measurements

The following table presents information about the Company’s asse

ts and liabilities that were measured at fair value on a recurring basis as of December 31

, 2021

, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and securities held in Trust Account	$	276,119,979	$	276,119,979	$	—	$	—

	$	276,119,979	$	276,119,979	$	—	$	—

Liabilities:
Warrant liability — Private Placement Warrants	$	5,044,441	$	—	$	—	$	5,044,441

	$	5,044,441	$	—	$	—	$	5,044,441

Cash and securities held in Trust Account

As of December 31

, 2021

, investment in the Company’s Trust Account consisted of $979

in U.S. Money Market funds and $276,114,465

, in U.S. Treasury Securities. The Company classifies its United States Treasury securities as

held-to-maturity in

accordance with ASC 320

“Investments —

Debt and Equity Securities”.

Held-to-maturity treasury

securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months

but less than one year

to be short-term investments. The carrying value approximates the fair value due to its short-term

maturity.

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The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31

, 2021

were as follows:


	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of December 31, 2021
U.S. Money Market	$	979	$	—	$	—	$	979
U.S. Treasury Securities		276,114,465		4,535		—		276,119,000

	$	276,115,444	$	—	$	—	$	276,119,979

Warrant liability —

Private Placement Warrants

The estimated fair value of the Private Placement Warrants was determine

d using Level 3

inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price

volatility (pre-merger and

. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simulation model for the Warrants were as follows at December 23

, 2021


Input	December 23, 2021
Expected term (years)		5.43
Expected volatility		13.20	%
Risk-free interest rate		1.21	%
Stock price	$	9.88
Dividend yield		0.00	%
Exercise price	$	11.50

The key inputs into the Monte Carlo simulation model for the Warrants were as follows at December 31

, 2021


Input	December 31, 2021
Expected term (years)		5.40
Expected volatility		11.70	%
Risk-free interest rate		1.20	%
Stock price	$	9.90
Dividend yield		0.00	%
Exercise price	$	11.50

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The following table sets forth a summary of the changes in the fair value of the Level 3

warrant liab

ility for the year ended December 31

, 2021


	Warrant Liability
Fair value as of December 31, 2020	$	—
Initial fair value of warrant liability upon modification		6,000,476
Change in fair value		(956,035	)

Fair value as of December 31, 2021	$	5,044,441

Note 7

—

Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021

requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of 2.0

% of the gross proceeds of the IPO, or $5,520,000

in the aggregate. In addition, the underwriters are entitled to a deferred fee of 3.5

% of the gross proceeds of the IPO, or $9,660,000

Business Combination Agreement

On November 29, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Merger Sub”), and GRIID. On December 23, 2021 the parties to the Merger Agreement amended the Merger Agreement. The Merger Agreement, as amended, provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID (the “Merger”), the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the Merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of the Company.

The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the Company and the board of managers of GRIID.

At the closing of the Merger (the “Closing”), the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in GRIID and each limited liability company membership unit of GRIID that is issued and outstanding immediately prior to the effective time of the merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 308,100,000

shares of the Company’s common stock.

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The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. Additionally, under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions.

The Merger Agreement includes a remedy of specific performance for the parties. The Merger Agreement may be terminated under certain customary circumstances at any time prior to the Closing, including, (i) by mutual written consent of GRIID and the Company, or (ii) by the Company or GRIID, if (a) the Closing has not occurred by May 29, 2022 (subject to extension for 60 days or 90 days in certain circumstances), (b) the other party has breached any of its representations, warranties, covenants or agreements in the Merger Agreement and such breach has caused the failure of the closing condition related to the accuracy of such other party’s representations and warranties or such other party’s compliance with its covenants (subject to a cure period), (c) any governmental entity has issued a

final, non-appealable order

or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Merger Agreement, (d) the Company’s stockholder meeting to vote on the Merger has been held and the ADEX Stockholder Approval (as defined in the Merger Agreement) has not been obtained or (e) the GRIID Written Consent (as defined in the Merger Agreement) has not been obtained in the time period set forth in the Merger Agreement.

If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Merger Agreement).

Vendor Agreements

On August 17, 2021, the Company entered into a master services agreement (the “Evolve Agreement”) with Evolve Security, LLC (“Evolve”) for cybersecurity due diligence services related to the Merger. Under the Evolve Agreement, the Company paid Evolve $55,000

On August 17, 2021, the Company entered into an engagement letter (the “Edelstein Letter”) with Edelstein & Company, LLP (“Edelstein”) for accounting due diligence services related to the Merger. Under the Edelstein Letter, Edelstein estimated its fees payable by the Company to be $16,000

On August 17, 2021, the Company entered into an engagement letter (the “Lincoln Letter”) with Lincoln International LLC (“Lincoln”) for fairness opinion services related to the Merger. Under the Lincoln Letter, Lincoln will be entitled to receive a contingent fee in the amount of $500,000

plus expenses upon the consummation of the Merger.

On August 18, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with Arthur D. Little LLC (“ADL”) for technical and commercial due diligence services related to the Merger. Under the Consulting Agreement, ADL will receive a contingent fee in the amount of $250,000

plus expenses upon the consummation of the Merger.

On September 13, 2021, the Company entered into an engagement letter (the “M&A Engagement Letter”) with Wells Fargo Securities, LLC (“Wells”), pursuant to which Wells would serve as financial advisor in connection with contemplated acquisitions made by the Company. Under the M&A Engagement Letter, Wells would receive $3,500,000

upon the consummation of a business combination, and would be entitled to 30

% of any

break-up

fee the Company receives upon the termination of a Business Combination agreement.

On September 14, 2021, the Company entered into engagement letters relating to a private investment in public equity (“PIPE”) financing (the “PIPE Engagement Letter”) and capital markets advisory services (the “Capital Markets Engagement Letter”), each with Wells. Under the PIPE Engagement Letter, Wells would receive a contingent fee equal to 4

% of the gross proceeds of securities sold in the PIPE plus expenses. The Company will

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be obligated to pay an additional $1,500,000

if the gross proceeds of securities sold in a PIPE are above $100,000,000

. Under the Capital Markets Engagement Letter, Wells would receive $3,500,000

upon the consummation of a Business Combination.

As of December 31, 2021, the Company had incurred legal fees related to the Merger of approximately $2,500,000

. These fees will only become due and payable upon the consummation of the Merger.

Note 8 — Stockholders’ Equity (Deficit)

Preferred Stock

— The Company is authorized to issue 1,000,000

shares of preferred stock with a par value of $0.0001

per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021 and 2020, there were no

shares of preferred stock issued or outstanding.

Common Stock

— The Company is authorized to issue 100,000,000

shares of common stock with a par value of $0.0001

per share. As of December 31, 2021 and 2020, there were 6,900,000

shares of common stock issued and outstanding, excluding 27,600,000

and zero

shares of common stock, respectively, subject to possible redemption.

Public Warrants

— Public

Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30

days after the completion of a Business Combination. The Public Warrants will expire

five years

after the completion of a Business Combination or earlier upon redemption or liquidation.

warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

If the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01

per warrant;

•

upon not less than 30

days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the reported last sale price of the common stock equals or exceeds $18.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20

trading days within a 30

trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three

business days before the Company sends the notice of redemption to the warrant holders

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If and when the warrants become redeemable by the Comp

any, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $18.00

redemption trigger price as well as the $11.50

(for whole shares) warrant exercise price after the redemption notice is issued.

If the Company calls the warrants for redemption as described above, management will have the option to require any holder that wishes to exercise its warrant including the holders (other than the original holders) of the Private Placement Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants. If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If the Company calls the warrants for redemption and management does not take advantage of this option, the holders of the Private Placement Warrants and their permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60

% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10

trading day period starting on the

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trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal

to 115

% of the higher of the Market Value and the Newly Issued Price, and the $18.00

per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180

% of the higher of the Market Value and the Newly Issued Price.

Note 9 — Income Tax

The Company’s net deferred tax assets are as follows:


	December 31, 2021			December 31, 2020
Deferred tax assets:
Organizational costs/Startup expenses	$	152,798		$	111
Federal net operating loss carryforwards		17,851			—

Total deferred tax assets		170,650			111
Valuation allowance		(170,650	)		(111	)

Deferred tax assets, net of allowance	$	—		$	—

The income tax provision consists of the following:


	December 31, 2021			December 31, 2020
Federal
Current	$	—		$	—
Deferred		170,539			111
State
Current		—			—
Deferred		—			—
Change in valuation allowance		(170,539	)		(111	)

Income tax provision	$	—		$	—

As of December 31, 2021 and 2020, the Company had $85,006

and zero

U.S. federal net operating loss carryovers available to offset future taxable income, which do not expire.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and 2020, the change in the valuation allowance was $170,539 and $111

, respectively.

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Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 are as follows:


	December 31, 2021			December 31, 2020
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
Chang in fair value of warrants		7.6	%		0.0	%
Acquisition related expenses		-22.1	%		0.0	%
Change in valuation allowance		-6.5	%		-21.0	%
Income tax provision		—	%		—	%

In certain cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations. The 2020 through 2021 tax years generally remain subject to examination by federal and state tax authorities.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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ADIT EDTECH ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2022			December 31, 2021
	(Unaudited)
Assets
Current Assets:
Cash	$	30,848		$	462,274
Prepaid expenses		123,177			265,282

Total current assets		154,025			727,556
Prepaid expenses, non-current		—			14,384
Cash and securities held in Trust Account		277,658,548			276,115,444

Total Assets	$	277,812,573		$	276,857,384

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current Liabilities:
Accrued offering costs and expenses	$	3,685,554		$	3,153,755
Due to related party		108,986			18,986
Income taxes payable		316,701			—
Working capital loan — related party		250,000			150,000

Total current liabilities		4,361,241			3,322,741

Warrant liability		335,745			5,044,441

Deferred underwriting discount		9,660,000			9,660,000

Total liabilities		14,356,986			18,027,182

Commitments
Common stock subject to possible redemption, 27,600,000 shares at redemption values of $10.04 and $10.00 at September 30, 2022 and December 31, 2021, respectively		277,191,397			276,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021, respectively		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,900,000 shares issued and outstanding (excluding 27,600,000 shares at redemption value) at September 30, 2022 and December 31, 2021, respectively		690			690
Additional paid-in capital		—			—
Accumulated deficit		(13,736,500	)		(17,170,488	)

Total Stockholders’ Deficit		(13,735,810	)		(17,169,798	)

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	277,812,573		$	276,857,384

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ADIT EDTECH ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Formation and operating costs	$	364,061		$	450,588		$	1,509,714		$	675,928

Loss from operations		(364,061	)		(450,588	)		(1,509,714	)		(675,928	)

Other income (expense):
Change in fair value of warrants		37,956			—			4,708,696			—
Trust interest income		1,296,308			27,656			1,743,104			83,453

Total other income, net		1,334,264			27,656			6,451,800			83,453

Income (Loss) before provision for income taxes		970,203			(422,932	)		4,942,086			(592,475	)
Provision for income taxes		(294,065	)		—			(316,701	)		—
Net income (loss)	$	676,138		$	(422,932	)	$	4,625,385		$	(592,475	)

Basic and diluted weighted average shares outstanding, redeemable common stock		27,600,000			27,600,000			27,600,000			6,900,000

Basic and diluted net income (loss) per share	$	0.02		$	(0.01	)		0.13			(0.02	)

Basic and diluted weighted average shares outstanding, common stock		6,900,000			—			6,900,000			—

Basic and diluted net income (loss) per share	$	0.02		$	—			0.13			—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ADIT EDTECH ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Common Stock				Additional		Accumulated			Total Stockholders’
	Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance as of January 1, 2022		6,900,000	$	690	$	—	$	(17,170,488	)	$	(17,169,798	)

Net income		—		—		—		1,217,736			1,217,736

Balance as of March 31, 2022		6,900,000		690		—		(15,952,752	)		(15,952,062	)

Net income		—		—		—		2,731,511			2,731,511
Remeasurement of carrying value to redemption value		—		—		—		(239,154	)		(239,154	)

Balance as of June 30, 2022		6,900,000		690		—		(13,460,395	)		(13,459,705	)

Net income		—		—		—		676,138			676,138
Remeasurement of carrying value to redemption value		—		—		—		(952,243	)		(952,243	)
Balance as of September 30, 2022		6,900,000	$	690	$	—	$	(13,736,500	)	$	(13,735,810	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021


	Common Stock				Additional			Accumulated			Total Stockholders’
	Shares		Amount		Paid-in Capital			Deficit			Equity (Deficit)
Balance as of January 1, 2021		6,900,000	$	690	$	24,310		$	(526	)	$	24,474

Proceeds allocated to Private Placement Warrants		—		—		7,270,000			—			7,270,000
Subsequent remeasurement under ASC 480-10-S99		—		—		(7,294,310	)		(8,521,776	)		(15,816,086	)
Net loss		—		—		—			(49,954	)		(49,954	)

Balance as of March 31, 2021		6,900,000		690		—			(8,572,256	)		(8,571,566	)

Net loss		—		—		—			(119,589	)		(119,589	)

Balance as of June 30, 2021		6,900,000		690		—			(8,691,845	)		(8,691,155	)

Offering costs charged to additional paid-in capital		—		—		(14,950	)		—			(14,950	)

Reduce negative additional paid-in capital to zero		—		—		14,950			(14,950	)		—

Net loss		—		—		—			(422,932	)		(422,932	)

Balance as of September 30, 2021		6,900,000	$	690	$	—		$	(9,129,727	)	$	(9,129,037	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ADIT EDTECH ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended September 30,
	2022			2021
Cash flows from operating activities:
Net income (loss)	$	4,625,385		$	(592,475	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrants		(4,708,696	)		—
Interest earned on cash and marketable securities held in Trust Account		(1,743,104	)		(83,453	)
Changes in operating assets and liabilities:
Prepaid expenses		156,489			(354,087	)
Income taxes payable		316,701			—
Accrued offering costs and expenses		531,799			401,055
Due to related party		90,000			30,214

Net cash used in operating activities		(731,426	)		(598,746	)

Cash flows from investing activities:
Investment held in Trust Account		—			(276,000,000	)
Cash withdrawn from Trust Account to pay franchise tax and income taxes		200,000			—

Net cash provided by (used in) investing activities		200,000			(276,000,000	)

Cash flows from financing activities:
Proceeds from Initial Public Offering, net of underwriters’ fees		—			270,480,000
Proceeds from issuance of promissory note to related party		100,000			—
Proceeds from private placement		—			7,270,000
Payments of offering costs		—			(651,036	)

Net cash provided by financing activities		100,000			277,098,964

Net change in cash		(431,426	)		500,218
Cash, beginning of the period		462,274			35,614

Cash, end of the period	$	30,848		$	535,832

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid-in capital	$	—		$	9,660,000

Initial value of common stock subject to possible redemption	$	—		$	276,000,000

Remeasurement of carrying value to redemption value	$	1,191,397		$	—

Deferred offering costs paid by Sponsor loan	$	—		$	18,773

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ADIT EDTECH ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Organization and Business Operations

Organization and General

The Company has one

wholly owned subsidiary, ADEX Merger Sub, LLC, a Delaware limited liability company incorporated on November 24, 2021

. There has been no activity since inception.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has selected December 31 as its fiscal year end.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from October 15, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and since the closing of the IPO, the search for a prospective initial Business Combination (see Note 7). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the IPO and change in the fair value of its Private Placement Warrants derivative liability.

The Company’s sponsor is Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

Financing

The registration statements for the Company’s IPO were declared effective on January 11, 2021. On January 14, 2021, the Company consummated the IPO of 24,000,000

units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00

per Unit, generating gross proceeds of $240,000,000

Simultaneously with the closing of the IPO, the Company consummated the sale of

6,550,000

Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00

per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $

6,550,000

The Company granted the underwriters in the IPO a

45-day

option to purchase up to 3,600,000

additional Units to cover over-allotments, if any. On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000

Units (the “Over-allotment Units”), generating aggregate gross proceeds of $36,000,000

, and incurred $720,000

in deferred underwriting fees. Simultaneously with the closing of the sale of the Over-allotment Units, the Company consummated the sale of an additional 720,000

Private Placement Warrants at a price of $1.00

per Private Placement Warrant in a private placement to the Sponsor, gener

ating gross proceeds of $720,000

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Transaction costs amounted to $13,836,086

consisting of $4,800,000

of underwriting discount, $8,400,000

of deferred underwriting discounts and commissions, and $636,086

of other offering costs.

Trust Account

Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of their over-allotment option on January 19, 2021, $276,000,000

($10.00

per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of Over-allotment Units and the sale of the Private Placement Warrants were placed in a Trust Account, which are held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account.

Initial Business Combination

per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Notwithstanding the above, if the Compa

ny seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15

% or more of the Public Shares, without the prior consent of the Company.

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100

% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or

pre-initial

Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until

January 14, 2023

to complete a Business Combination. However, the Company intends to solicit proxies at a special meeting of its stockholders (the “Extension Meeting”), at which the Company plans to seek the approval of its stockholders of a proposal to extend the date by which it must complete an initial business combination up to six times at the election of the Board for an additional one month each time for a maximum of six

one-month

extensions (such proposal, the “Extension Proposal,” and such extended date, as applicable, the “Extension Date”). The Company intends to provide holders of Public Shares with the ability to redeem such Public Shares in connection with the Extension Meeting. If the Company is unable to complete a Business Combination by January 14, 2023 or by the applicable Extension Date if the Extension Proposal is approved (the period from the consummation of the Company’s IPO to such date, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to

100,000

The holders of the Founder Shares have agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in, or acquires Public Shares after, the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The IPO underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including

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liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of September 30, 2022, the Company had approximately $31,000 in its operating bank account and a working capital deficit of approximately $3.7 million, excluding approximately $0.2 million in franchise tax payable and approximately $0.3 million in income taxes payable that can be paid through the interest income earned on Trust Account.

Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and a loan under an unsecured promissory note from the Sponsor of $150,000 (see Note 5). Subsequent to the consummation of the IPO and sale of Private Placement Warrants, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the sale of Private Placement Warrants not held in the Trust Account.

Going Concern Consideration

The Company anticipates that the approximately $31,000 in its operating bank account as of September 30, 2022 will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the condensed financial statements. Management plans to address this uncertainty through loans from its Sponsor, officers, directors or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Further, management has determined that if the Company is unable to complete a Business Combination within the Combination Period, then the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the Public Shares and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for

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financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

10-K

filed by the Company with the SEC on March 18, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ADEX Merger Sub, LLC. There has been no intercompany activity since inception.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Cash and Securities Held in Trust Account

Cash and securities held in Trust Account consist of United States treasury securities. The Company classifies its United States Treasury securities as

held-to-maturity

in accordance with ASC Topic 320, “Investments — Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value of

held-to-maturity

securities below cost that is deemed to be other than temporary results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to

year-end,

forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the related

held-to-maturity

security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments.

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The

fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value.

Concentration of Credit Risk

. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account, and management believes that the Company is not exposed to significant risks on such account.

Common Stock Subject to Possible Redemption

All of the 27,600,000

shares of common stock sold as part of the Units (see Note 3) contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with a Business Combination or certain amendments to the Company’s amended and restated articles of incorporation. In accordance with ASC

480-10-S99,

redemption provisions, not solely within the control of the Company, require shares of common stock subject to redemption to be classified outside of permanent equity. Therefore, all 27,600,000

shares of common stock were classified outside of permanent equity as of September 30, 2022 and December 31, 2021.

The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are recorded as charges against additional

paid-in

capital and accumulated deficit.

Net Income (Loss) Per Share of Common Stock

The Company has two categories of shares, which are referred to as redeemable shares of common stock and

non-redeemable

shares of common stock. Earnings and losses are shared pro rata between the two categories of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30 ,									Nine Months Ended September 30 ,
	2022				2021					2022				2021
	Redeemable common stock		Non- redeemable common stock		Redeemable common stock			Non- redeemable common stock		Redeemable common stock		Non- redeemable common stock		Redeemable common stock			Non- redeemable common stock
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	540,910	$	135,228	$	(422,932	)		—	$	3,700,308	$	925,077	$	(592,475	)		—
Denominator:
Weighted Average Shares Outstanding including common stock subject to redemption		27,600,000		6,900,000		27,600,000			—		27,600,000		6,900,000		6,900,000			—

Basic and diluted net income (loss) per share	$	0.02	$	0.02	$	(0.01	)		—	$	0.13	$	0.13	$	(0.02	)		—

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Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. The Company incurred offering costs amounting to approximately $15.8

million as a result of the IPO, consisting of approximately $5.5

million of underwriting discount, approximately $9.7

million of deferred underwriting discounts and commissions, and approximately $0.7

million of other offering costs.

Derivative Financial Instruments

815-40,

“Derivatives and Hedging – Contracts in Entity’s Own Stock (“ASC

815-40”).”

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

At September 30, 2022 and December 31, 2021, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and

ASC 815-40.

re-measurement

at each balance sheet date. With each such

re-measurement,

the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Private Placement Warrants had met the requirement for equity accounting treatment when initially issued. On the date of the IPO, the Company’s Private Placement Warrants met the criteria for equity classification. On December 23, 2021, the Private Placement Warrants were modified such tha

t t

he Private Placement Warrants no longer meet the criteria for equity treatment. As such, the Private Placement Warrants were treated as derivative liability instruments from the date of the modification.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, “Income Taxes”, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry-forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 30.31

% and 0.00

% for the three months ended September 30, 2022 and 2021, respectively, and 6.41

% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21

% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, nondeductible acquisition expenses, and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of

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September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic on the Company’s condensed consolidated financial statements and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

The Inflation Reduction Act of 2022, signed into law on August 16, 2022, introduced a new excise tax on repurchases of stock after December 31, 2022 by domestic corporations whose stock is traded on an established securities market. The new excise tax is imposed on the repurchasing corporation, not the stockholders whose stock is repurchased. The tax is imposed at a rate of 1% of the fair market value of the stock repurchased during the corporation’s taxable year, reduced by the fair market value of stock issued during the taxable year. Because the Company is a Delaware corporation and its common stock is traded on the New York Stock Exchange, post-2022 repurchases of the Company’s stock will be subject to this 1% excise tax. The U.S. Department of the Treasury has been given authority to provide guidance to carry out and prevent the abuse or avoidance of this excise tax, but to date has not issued any such guidance. It is uncertain whether future guidance will exclude redemptions of the Company’s shares after December 31, 2022 from the application of the excise tax, including any redemptions after December 31, 2022 in connection with an initial Business Combination or any redemptions the Company may make if an initial Business Combination is not consummated. There is no guidance regarding whether and how stock issued in connection with an initial Business Combination after December 31, 2022 would reduce the fair market value of stock repurchased after December 31, 2022 that is subject to the excise tax. In addition, no guidance has been issued on the timing and manner of collection of this new excise tax in light of the annual netting of repurchases with issuances. It is also not clear whether and in what circumstances the IRS may collect funds from the Trust Account in the event the Company has insufficient funds to pay this excise tax.

Because any redemption that occurs as a result of the Extension Proposal, if approved, will occur before December 31, 2022, the Company will not be subject to the excise tax as a result of any redemptions in connection with the Extension Proposal, if approved.

The Company expects that if the new excise tax is imposed with respect to redemptions made after December 31, 2022, the Company will use interest earned on the Trust Account, as permitted by the Company’s charter, to satisfy any excise tax liability. If this were the case, the amount available in the Trust Account for distribution to stockholders in connection with a liquidation would be reduced if the Extension Proposal were approved. The cash on hand to fund operations after a Business Combination may also be reduced. This may adversely affect the Company’s ability to complete a Business Combination.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own

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Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company notes that it adopted this standard as of January 1, 2022 and the standard did not have a material impact on the Company’s unaudited consolidated financial statements.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Note 3 — Initial Public Offering

Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant to purchase one share of common stock (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment.

On January 14, 2021, an aggregate of $

10.00

2a-7

of the Investment Company Act.

On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units.

Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of the over-allotment option on January 19, 2021, $276,000,000 was held in the Trust Account.

As of September 30, 2022 and December 31, 2021, common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table:


Gross proceeds from public issuance	$	276,000,000
Less:
Proceeds allocated to public warrants		(16,771,351	)
Common stock issuance costs		(14,849,933	)

Plus:
Remeasurement of carrying value to redemption value		31,621,284

Common stock subject to possible redemption, December 31, 2021		276,000,000
Plus:
Remeasurement of carrying value to redemption value		1,191,397
Common stock subject to possible redemption, September 30, 2022	$	277,191,397

Note 4 — Private Placement

Simultaneously with the closing of the IPO on January 14, 2021, the Sponsor purchased an aggregate of 6,550,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,550,000, in a private placement (the “Private Placement”).

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On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000

Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 720,000

Private Placement Warrants to the Sponsor at a purchase price of $1.00

per Private Placement Warrant, generating gross proceeds of $720,000

Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50

per share, subject to adjustment. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

On December 23, 2021, the Company amended the warrant agreement entered into on January 11, 2021 with Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to modify certain provisions to conform with applicable disclosure contained in the Company’s final prospectus filed with the SEC on January 13, 2021. Pursuant to the amended Private Placement Warrant agreement, a Private Placement Warrant will not be redeemable by the Company for so long as it is held by its initial purchaser or a permitted transferee of such purchaser. After giving effect to the amended Private Placement Warrant agreement, the Private Placement Warrants qualify for liability classification. The difference in the aggregate fair value of the Private Placement Warrants immediately before and after the modification was recognized as an equity issuance cost and charged to additional

paid-in

capital.

Note 5 — Related Party Transactions

Founder Shares

In October 2020, the Sponsor paid $25,000

to cover certain offering costs of the Company in consideration of 5,750,000

shares of the Company’s common stock (the “Founder Shares”). On October 27, 2020, the Sponsor transferred 10,000

Founder Shares to each of the Company’s independent directors and 7,500

Founder Shares to each of the Company’s industry advisors at their original purchase price (the Sponsor, independent directors and industry advisors being defined herein collectively as the “initial stockholders”). On January 11, 2021, the Company effected a stock dividend of 1,150,000

shares with respect to the common stock, resulting in the initial stockholders holding an aggregate of 6,900,000

Founder Shares (up to 900,000

of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised). As such, the initial stockholders collectively own 20

% of the Company’s issued and outstanding shares of common stock after the IPO. On January 19, 2021, the underwriter exercised its over-allotment option in full; hence, the 900,000

Founder Shares are no longer subject to forfeiture.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year

after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150

Transactions with Company Officers

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consulting agreements, GRIID agreed to pay to such entity $400,000

and grant such entity units representing a 0.5

% profits interest in GRIID. The cash payment will be due and payable upon the closing of the Merger.

The units vested as

to one-fourth on

April 16, 2022, and have vested and will continue to vest 1/36th on the 17th day of each month thereafter, subject to such entity’s continued service through such vesting dates, provided, however, that any unvested units shall fully vest upon the consummation of a merger with a special purpose acquisition company, qualified initial public offering, or other change of control transaction.

Due to Related Parties

As of September 30, 2022 and December 31, 2021, one related party paid or is obligated to pay an aggregate of approximately $110,000

and $20,000

, respectively, on behalf of the Company to pay for deferred administrative service fees and operating costs.

Promissory Note — Related Party

. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the IPO, (iii) the abandonment of the IPO and (iv) an Event of Default (as defined in the Promissory Note)

. As of December 31, 2020, the Company had borrowed $150,000

under the Promissory Note. On July 28, 2021, the Company repaid $150,000

to the Sponsor under the Promissory Note. There was no

outstanding balance under the Promissory Note as of September 30, 2022 and December 31, 2021.

On August 6, 2021, the Company issued a new unsecured promissory note to the Sponsor in connection with a Working Capital Loan (as defined below) made by the Sponsor to the Company pursuant to which the Company may borrow up to $300,000

in the aggregate (the “New Promissory Note”). The note is

non-interest

bearing and payable on the earlier of (i) January 14, 2023

or (ii) the effective date of a Business Combination. Any amounts outstanding under the note are convertible into warrants, at a price of $1.00

per warrant at the option of the Sponsor, the terms of which shall be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company borrowed $ 250,000

and $150,000

under the note, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the initial stockholders, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000

of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00

per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022 and December 31, 2021, a Working Capital Loan was outstanding in the amount of $250,000

and $150,000

respectively, under the New Promissory Note, as detailed under the heading “Promissory Note – Related Party.”

Administrative Service Fee

The Company entered into an agreement whereby, commencing on January 11, 2021, the Company has agreed to pay the Sponsor or an affiliate of the Sponsor an amount up to a total of $10,000

per month for office space, utilities, secretarial support and administrative services. For the three and nine months ended September 30, 2022, under such agreement, the Company incurred $30,000

and $90,000

, respectively, in total, which is included due to related party on the accompanying balance sheet as of September 30, 2022. For the three and

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nine months ended September 30

, 2021

, under such agreement, the Company incurred and paid $30,000

and $90,000

, respectively. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly

fees.

Note 6

— Fair Value Measurements

The following table prese

nts information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	September 30, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant liability – Private Placement Warrants	$	335,745	$	—	$	—	$	335,745

	$	335,745	$	—	$	—	$	335,745


	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant liability – Private Placement Warrants	$	5,044,441	$	—	$	—	$	5,044,441

	$	5,044,441	$	—	$	—	$	5,044,441

Cash and securities held in Trust Account

As of September 30

, 2022

, investment in the Company’s Trust Account consisted of approximately $1,000

in U.S. Money Market funds and approximately $277.7

million, in U.S. treasury securities. As of December 31

, 2021

, investment in the Company’s Trust Account consisted of approximately $1

,000 in U.S. Money Market funds and approximately $276.1

million, in U.S. treasury securities. The Company classifies its U.S. treasury securities as

held-to-maturity

in accordance with ASC 320

, “Investments — Debt and Equity Securities.”

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months

but less than one year

to be short-term investments. The carrying value approximates the fair value due to its short-term maturity.

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The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30

, 2022

and December 31

, 2021

are as follows:


	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of September 30, 2022
U.S. Money Market	$	1,145	$	—	$	—	$	1,145
U.S. Treasury Securities		277,657,403		—		11		277,657,392

	$	277,658,548	$	—	$	11	$	277,658,537


	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of December 31, 2021
U.S. Money Market	$	979	$	—	$	—	$	979
U.S. Treasury Securities		276,114,465		4,535		—		276,119,000

	$	276,115,444	$	4,535	$	—	$	276,119,979

Warrant liability — Private Placement Warrants

The estimated fair value of the Private Placement Warrants was determined using Level 3

inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price

volatility (pre-merger and

post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the Private Placement Warrants. The expected life of the Private Placement Warrants is simulated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simula

tion model for the Private Placement Warrants were as follows at December 23, 2021:


Input	December 23, 2021
Expected term (years)		5.43
Expected volatility		13.20	%
Risk-free interest rate		1.21	%
Stock price	$	9.88
Dividend yield		0.00	%
Exercise price	$	11.50

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The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at September 30

, 2022

and December 31

, 2021


Input	September 30, 2022			December 31, 2021
Expected term (years)		5.26			5.40
Expected volatility		2.8	%		11.70	%
Risk-free interest rate		4.05	%		1.20	%
Stock price	$	9.89		$	9.90
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

The following table sets forth a summary of the changes in the Level 3

fair value classification:


	Warrant Liability
Fair value as of December 31, 2021	$	5,044,441
Change in fair value		(1,747,419	)

Fair value as of March 31, 2022		3,297,022

Change in fair value		(2,923,321	)

Fair value as of June 30, 2022		373,701

Change in fair value		(37,956	)

	$

Note 7

—

Commitments and Contingencies

Registration Rights

, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of 2.0

% of the gross proceeds of the IPO, or $5,520,000

in the aggregate. In addition, the underwriters are entitled to a deferred fee of 3.5

% of the gross proceeds of the IPO, or $9,660,000

Agreement

On November 29

, 2021

, the Company entered into an agreement and plan of merger (the “Initial Merger Agreement”) by and among the Company, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Merger Sub”), and GRIID. On December 23

, 2021

, the parties to the Initial Merger Agreement amended the Initial Merger Agreement.

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On October 17

, 2022

, the Company, Merger Sub and GRIID entered into a second amendment (the “Second Amendment”) to the Initial Merger Agreement (as so amended, the “Merger Agreement”). The Merger Agreement, as amended, provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID (the “Merger”), the separate limited liability company existence of Merger Sub will cease, and GRIID, as the surviving company of the Merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of the Company.

Pursuant to the Merger Agreement, at the closing of the Merger (the “Closing”), the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in GRIID, and each limited liability company membership unit of GRIID that is issued and outstanding immediately prior to the effective time of the Merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 58,500,000

shares of the Company’s common stock.

In addition to reducing the merger consideration to 58,500,000

shares of the Company’s common stock, the Second Amendment removes certain negative covenants limiting the Company’s conduct of its business during the period between the signing of the Merger Agreement and the Closing and permits the Company to pursue an alternative Business Combination transaction during the

pre-closing

period.

The Second Amendment eliminates GRIID’s ability to terminate the Merger Agreement if the Merger has not closed by an agreed outside date, extends that outside date to January 14

, 2023

(subject to the Company’s right to extend such outside date for successive

90-day

extensions at its sole discretion) and permits the Company to terminate the Merger Agreement (i) if the board of managers (or similar body) of GRIID approves any plan of liquidation, winding up or reorganization of GRIID or any of its subsidiaries or the sale, assignment, transfer, lease, license or other disposition of all or any material portion of the assets or equity of GRIID or any of its subsidiaries, (ii) if Blockchain Access UK Limited (“Blockchain”) provides notice under the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) by and between Blockchain and Griid Infrastructure LLC (“Holdco”) informing GRIID or Holdco that the amounts outstanding thereunder (x) have been accelerated or (y) will be accelerated and neither GRIID nor Holdco has an opportunity to cure the breach or breaches causing such acceleration or (iii) in order to enter into a binding written agreement providing for the consummation of an alternative Business Combination transaction.

Finally, the Second Amendment provides that upon (i) the termination of the Merger Agreement by the Company if (A) GRIID’s representations and warranties are untrue or GRIID fails to perform any covenant or agreement such that the respective condition to Closing is not satisfied, (B) there is an order by a government entity permanently enjoining the Merger, (C) GRIID’s members do not approve the Merger, (D) GRIID’s board of managers (or similar body) approves any plan of liquidation, winding up or reorganization for GRIID or any of its subsidiaries or (E) Blockchain provides notice to GRIID or any of GRIID’s subsidiaries of the acceleration of outstanding debt under the Credit Agreement, (ii) the termination of the Merger Agreement by GRIID if there is an order by a government entity permanently enjoining the Merger or (iii) any rejection of the Merger Agreement by GRIID or any of its subsidiaries in bankruptcy, insolvency, reorganizational or similar proceeding, GRIID will pay to the Company a

non-refundable

termination fee of $50,000,000

The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the Company and the board of managers of GRIID.

If the Merger Agreement is validly terminated, none

of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Merger Agreement).

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Table of Contents

Vendor Agreements

plus expenses upon the consummation of the Merger.

upon the consummation of a Business Combination, which amount would be offset against any amounts to which Wells is entitled under the Capital Markets Engagement Letter (as defined below), and would be entitled to 30

% of any

break-up

fee the Company receives upon the termination of a business combination agreement. On May 26, 2022, Wells resigned from its role as financial advisor and waived all rights to any fees and compensation in connection with such role.

% of the gross proceeds of securities sold in the PIPE plus expenses. The Company will be obligated to pay an additional $1,500,000

if the gross proceeds of securities sold in a PIPE is above $100,000,000

. Under the Capital Markets Engagement Letter, Wells would receive $3,500,000

upon the consummation of a Business Combination. On May 26, 2022, Wells resigned from its role as capital markets advisor and lead placement agent and waived all rights to any fees and compensation in connection with such roles.

Share Purchase Agreement

On September 9, 2022, the Company and GRIID entered into a share purchase agreement (the “Share Purchase Agreement”) with GEM Global Yield LLC SCS (the “Purchaser”) and GEM Yield Bahamas Limited (“GYBL”) relating to a share subscription facility. Pursuant to the Share Purchase Agreement, following the consummation of the Merger, subject to certain conditions and limitations set forth in the Share Purchase Agreement, the Company shall have the right, but not the obligation, from time to time at its option, to issue and sell to the Purchaser up to $200.0

million of the Company’s shares of common stock (the “Shares”).

Sales of the Shares to the Purchaser under the Share Purchase Agreement and the timing of any sales will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Shares and determinations by the Company regarding the use of proceeds of such Shares. The net proceeds from any sales under the Share

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Table of Contents

Purchase Agreement will depend on the frequency with, and prices at, which the Shares are sold to the Purchaser. The Company expects to use the proceeds from any sales under the Share Purchase Agreement for working capital and general corporate purposes.

Upon the initial satisfaction of the conditions to the Purchaser’s obligation to purchase Shares set forth in the Share Purchase Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion during the

36-month

period from and after the first day on which the Shares are publicly listed on a securities exchange, to direct the Purchaser to purchase up to a specified maximum amount of Shares as set forth in the Share Purchase Agreement. The purchase price of the Shares that the Company elects to sell to the Purchaser pursuant to the Share Purchase Agreement will be 92

% of the average daily closing price of the Shares during a

30-trading

day period commencing with the first trading day designated in the notice delivered to the Purchaser.

In connection with the execution of the Share Purchase Agreement, GRIID agreed to pay to the Purchaser in installments in connection with placements of Shares under the Share Purchase Agreement a $4.0

million commitment fee (the “Commitment Fee”) payable in Shares or cash, as consideration for the Purchaser’s irrevocable commitment to purchase the Shares upon the terms and subject to the satisfaction of the conditions set forth in the Share Purchase Agreement. Also, GRIID will be obligated to issue to the Purchaser a warrant (the “Warrant”), expiring on the third anniversary of the public listing date of the continuing company of the Merger, to purchase 2

% of the total equity interests (on a fully diluted basis) outstanding immediately after the completion of the Merger, at an exercise price per Share equal to the lesser of: (i) the closing bid price of the Company’s Shares as reported by the New York Stock Exchange on September 9, 2022 and (ii) 90

% of the closing price of the Shares on the public listing date. Additionally, pursuant to the Share Purchase Agreement, GRIID would be obligated to pay a private transaction fee of 1

% of the total consideration paid in a private Business Combination transaction with a counterparty that was introduced to GRIID by the Purchaser or an affiliate of the Purchaser in the event that GRIID consummates such a transaction in lieu of the Merger or any other Business Combination transaction the result of which is GRIID continuing as a publicly listed company.

The Share Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Share Purchase Agreement were made only for purposes of the Share Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Share Purchase Agreement and are subject to certain important limitations.

GRIID has the right to terminate the Share Purchase Agreement at any time, upon 90 trading days’ prior written notice. In the event GRIID terminates the Share Purchase Agreement at its option prior to any public listing (including as a result of the Merger) and GRIID completes a public listing within the

two-year

period following such termination, GRIID will be obligated to issue the Warrant to the Purchaser.

Note 8 — Stockholders’ Deficit

Preferred Stock

— The Company is authorized to issue 1,000,000

shares of preferred stock with a par value of $0.0001

per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2022 and December 31, 2021, there were no

shares of preferred stock issued or outstanding.

Common Stock

— The Company is authorized to issue 100,000,000

shares of common stock with a par value of $0.0001

per share. As of September 30, 2022 and December 31, 2021, there were 34,500,000

shares of common stock issued and outstanding, including 27,600,000

shares of common stock subject to possible redemption.

Public Warrants

— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become

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Table of Contents

exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The Company has established the last of the redemption criteria discussed above to prevent a redemption call unless there is, at the time of the call, a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $18.00 redemption trigger price as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

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Table of Contents

common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If the Company calls the warrants for redemption and management does not take advantage of this option, the holders of the Private Placement Warrants and their permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis, using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $

18.00

per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the condensed consolidated financial statements.

Blockchain Settlement and Release Agreement

On October 9, 2022, the Company entered into a settlement and release agreement with GRIID and its affiliates and Blockchain and certain of its affiliates (the “Blockchain Settlement and Release Agreement”), pursuant to which Blockchain waived any potential defaults under the Third Amended and Restated Credit Agreement between GRIID and Blockchain, dated November 19, 2021 (the “Prior Credit Agreement”) and the parties agreed to release each other from any claims related to the Prior Credit Agreement.

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Table of Contents

Second Amendment to Agreement and Plan of Merger

On October 17, 2022, the Company, Merger Sub and GRIID entered into the Second Amendment to the Initial Merger Agreement, further described above in Note 7 under the heading “Merger Agreement”.

F-

Report of Independent Registered Public Accounting Firm

Members and the Board of Managers of GRIID Infrastructure LLC and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of GRIID Infrastructure LLC and its subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, members’ deficit and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 2 to the financial statements, the 2021 and 2020 financial statements have been restated to correct a misstatement.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations resulting in an accumulated deficit and has experienced negative cash flows from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ RSM US LLP

We have served as the Company’s auditor since 2021.

Boston, Massachusetts

March 21, 2022, except for Note 2, as to which the date is February 9, 2023

F-49

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except unit amounts)


	December 31, 2021			December 31, 2020
Assets
Current assets
Cash	$	609		$	31
Other receivables		374			—
Cryptocurrencies		15,050			3,376
Operating lease right-of-use asset, current		60			—
Finance lease right-of-use asset, current		20			—
Prepaid expenses and other current assets		208			—

Total current assets		16,321			3,407
Property and equipment, net		21,102			11,242
Operating lease right-of-use asset		1,289			—
Finance lease right-of-use asset		241			53
Long-term deposits		10,519			—

Total assets	$	49,472		$	14,702

Liabilities and Members’ deficit
Current liabilities
Accounts payable	$	1,115		$	—
Payable to lessor – construction in progress		—			299
Current portion of cryptocurrency notes payable (see Notes 11-13)		—			7,233
Current portion of U.S. dollar notes payable, net		—			3,250
Accrued expenses and other current liabilities		2,162			896

Total current liabilities		3,277			11,678
Cryptocurrency notes payable (see Notes 11-13)		—			7,202
U.S. dollar notes payable, net		30,043			7,902
Lender fee payable		8,000			—
Payable to lessor – construction in progress		411			600
Warrant Liability		29,820			—
Unearned grant revenue		195			195
Deferred tax liability		655			—
Paycheck protection program loan		—			193
Operating lease liability		1,209			—
Finance lease liability		433			59

Total liabilities		74,043			27,829

Commitments and contingencies (See Note 17)
Members’ deficit
Class A Units, (1,740,000 units authorized, issued and outstanding)		2,168			2,168
Class B Units, (8,360,000 units authorized; 8,160,000 units issued and outstanding)		200			200
Class C Units, (2,500,000 units authorized; 2,418,000 and 0 units issued and 893,633 and 0 outstanding at December 31, 2021 and 2020, respectively)		—			—
Accumulated members’ deficit		(26,939	)		(15,495	)

Total members’ deficit		(24,571	)		(13,127	)

Total liabilities and members’ deficit	$	49,472		$	14,702

The accompanying notes are an integral part of these consolidated financial statements.

F-50

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)


	Years Ended December 31,
	2021 Restated			2020 Restated
Revenue
Cryptocurrency mining revenue, net of mining pool operator fees of $21 and $5 for the years ended December 31, 20201 and 2020, respectively	$	30,751		$	2,815
Management fee revenue from development and operation agreement		75			—

Total revenue, net		30,826			2,815
Operating expenses
Cost of revenues (excluding depreciation and amortization disclosed below)		5,054			1,393
Depreciation and amortization		3,335			1,746
Compensation and related taxes		3,876			1,299
Professional and consulting fees		4,908			317
General and administrative		2,609			759
Sales and marketing		34			—
Impairment of property and equipment		424			—
Realized gain on sale of cryptocurrencies		(16,451	)		(1,354	)
Impairment of cryptocurrencies		7,308			579

Total operating expenses		11,097			4,739
Gain (Loss) on disposal of property and equipment		956			(465	)

Income (loss) from operations		20,685			(2,389	)
Other income (expense)
Loss on change in fair value of embedded derivative		(7,108	)		(10,182	)
Loss on change in fair value of warrant liability		(586	)		—
Loss on extinguishment of debt		(19,824	)		—
Gain on paycheck protection program loan forgiveness		193			—
Other income, net of other expense		11			137
Interest expense, net of interest income of $0 and $1		(4,231	)		(1,275	)

Total other expense		(31,545	)		(11,320	)

Loss before income taxes		(10,860	)		(13,709	)
Income tax expense		775			—

Net loss	$	(11,635	)	$	(13,709	)

F-51

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS’ DEFICIT

(amounts in thousands, except per unit amounts)


	For the Years Ended December 31, 2021 and 2020
	Class A Units				Class B Units				Class C Units
	Units		Amount		Units		Amount		Units		Amount
Balance, December 31, 2019		1,740,000	$	2,168		8,160,000	$	200		—	$	—
Issuance of warrant for Class B Units		—		—		—		—		—		—
Net loss		—		—		—		—		—		—

Balance, December 31, 2020		1,740,000	$	2,168		8,160,000	$	200		—	$	—

Unit-based compensation		—	$	—		—	$	—		—	$	—
Vesting of profits interests		—		—		—		—		893,633		—
Net loss		—		—		—		—		—		—

Balance, December 31, 2021		1,740,000	$	2,168		8,160,000	$	200		893,633	$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-52

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS’ DEFICIT

(amounts in thousands, except per unit amounts)


	For the Years Ended December 31, 2021 and 2020
	Accumulated Members’ Deficit			Total Members’ Deficit
Balance, December 31, 2019	$	(1,801	)	$	567
Issuance of warrant for Class B Units		15			15
Net loss		(13,709	)		(13,709	)

Balance, December 31, 2020	$	(15,495	)	$	(13,127	)

Unit-based compensation	$	191		$	191
Vesting of profits interests		—			—
Net loss		(11,635	)		(11,635	)

Balance, December 31, 2021	$	(26,939	)	$	(24,571	)

F-53

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)


	Year Ended
	December 31,
	2021 Restated			2020 Restated
Cash flows from operating activities:
Net loss	$	(11,635	)	$	(13,709	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		3,335			1,746
(Gain) Loss on disposal of property and equipment		(956	)		465
Realized gain on sale of cryptocurrencies		(16,451	)		(1,354	)
Loss on change in fair value of embedded derivative		7,108			10,182
Loss on change in fair value of warrant liability		586			—
Loss on extinguishment of debt		19,824			—
Gain on paycheck protection program loan forgiveness		(193	)		—
Impairment of property and equipment		424			—
Impairment of cryptocurrencies		7,308			579
Non-cash interest expense		2,982			455
Unit-based compensation		191			—
Cryptocurrencies – mining, net of mining pool operating fees		(30,651	)		(2,560	)
Changes in operating assets and liabilities:
Other receivables		(374	)		—
Proceeds from sale of cryptocurrencies		27,173			2,418
Deposits		(5	)		1,061
Operating lease right-of-use asset		17			—
Prepaid expenses and other current assets		(208	)		—
Accounts payable		1,115			—
Accrued expenses and other current liabilities		2,298			635
Deferred tax liability		655			—
Operating lease liability		(157	)		—
Finance lease liability		(32	)		—

Net cash provided by (used in) operating activities		12,354			(82	)

Cash flows from investing activities:
Deposits on purchases of property and equipment		(17,025	)		—
Purchases of property and equipment		(7,763	)		(9,554	)
Proceeds from disposal of property and equipment		1,117			420
Purchases of cryptocurrencies		—			(2,820	)

Net cash used in investing activities		(23,671	)		(11,954	)

Cash flows from financing activities
Cash proceeds from issuance of U.S. dollar notes payable		12,000			8,100
Payments on payable to lessor – construction in progress		(105	)		—
Cash proceeds from issuance of cryptocurrency notes payable		—			2,400
Repayment of proceeds from revolving line-of-credit		—			(2,500	)
Proceeds from grants received		—			195
Proceeds from paycheck protection program loan		—			193

Net cash provided by financing activities		11,895			8,388

Net increase (decrease) in cash and cash equivalents		578			(3,648	)
Cash at beginning of year		31			3,679

Cash at end of year	$	609		$	31

The accompanying notes are an integral part of these consolidated financial statements.

F-54

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)


	Year Ended
	December 31,
	2021 Restated			2020 Restated
Supplemental cash flow disclosures:
Cash paid for interest		371			820
Interest paid in cryptocurrency		1,164			222
Supplemental cash flow disclosures from investing and financing activities
Non-cash purchases of property and equipment		—			2,059
Non-cash proceeds from sale of property and equipment		217			—
Right-of-use asset and lease liability associated with finance lease		338			60
Right-of-use asset associated with operating lease		1,306			—
Lease liability associated with operating lease		1,136			—
Construction in progress associated with Payable to lessor – short-term		(194	)		299
Construction in progress associated with Payable to lessor – long-term		(235	)		600
Non-cash settlement of cryptocurrency notes payable through refinance with US dollar notes payable		21,851			—
Fair value of warrant liability issued in connection with notes payable amendment		29,234			—
Fair value of non-cash proceeds received from issuance of related-party loan		—			36
Fair value of non-cash proceeds repayments of related-party loan		—			(52	)
Fair value of warrant issued in connection with issuance of cryptocurrency notes payable		—			15

The accompanying notes are an integral part of these consolidated financial statements.

F-55

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except unit and per unit amounts or as otherwise indicated)

1. Description of Business

Griid Infrastructure LLC (“GRIID” or, the “Company”) is a privately held, vertically integrated bitcoin mining company based in Cincinnati, Ohio that owns and operates a growing portfolio of energy infrastructure and high-density data centers across North America. The Company has built a cryptocurrency mining operation, which operates specialized computers (also known as “miners”) that generate cryptocurrency. Currently, the only cryptocurrency mined by GRIID is bitcoin. The Company was formed in the State of Delaware on May 23, 2018.

On November 29, 2021, Adit EdTech Acquisition Corp., a Delaware corporation (“ADEX”), entered into an agreement and plan of merger (the “Merger Agreement”) by and among ADEX, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX (“Merger Sub”), and GRIID Holdco LLC, a Delaware limited liability company (“GRIID Holdco”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID Holdco (the “Merger”), the separate limited liability company existence of Merger Sub will cease and GRIID Holdco, as the surviving company of the Merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of ADEX.

At the closing of the Merger (the “Closing”), the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in GRIID Holdco and each limited liability company membership unit of GRIID Holdco that is issued and outstanding immediately prior to the effective time of the Merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 308,100,000 shares of ADEX common stock, par value $0.0001 per share (“Common Stock”).

In connection with the Closing, ADEX, the initial stockholders of ADEX and certain GRIID Holdco members will enter into an investor rights agreement (the “Investor Rights Agreement”) to provide for certain registration rights related to their Common Stock and private warrants of ADEX. ADEX has agreed to, among other things, file within 30 days of Closing a resale shelf registration statement covering the resale of all securities registrable under the Investor Rights Agreement.

It is anticipated that the Merger will be accounted for as a reverse recapitalization under accounting principles generally accepted in the United States of America (“U.S. GAAP”), whereby the net assets of GRIID and Adit are carried over at historical cost, with no goodwill or other intangible assets recognized as part of the transaction. Under this method of accounting, GRIID will be treated as the “acquirer” company for financial reporting purposes, since 1) the existing GRIID Holdco equity holders are expected to represent a majority of the voting power of the combined company, 2) GRIID’s operations will also constitute the ongoing operations of the combined company, and 3) GRIID’s senior management will represent a majority of the senior management of the combined company.

2. Restatement of Previously Issued Financial Statements

The Company has reclassified realized gains and losses from the sale of cryptocurrencies from nonoperating income to operating income on the accompanying statement of operations. In addition, the cash proceeds related to the sale of cryptocurrencies has been reclassified from cash flows from investing activities to cash flows from operating activities on the statement of cash flows. The restatement did not result in any change in total net income (loss) from operations or cash balances for the years ended December 31, 2022 and 2021, respectively.

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The effect of the restatements on the Consolidated Statements of Operations and the Consolidated Cash Flows for the years ended December 31, 2021 and 2020, respectively, are summarized in the following tables:

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)


	Year Ended December 31, 2021
	As Reported			Adjustment			As Restated
Total Revenue, net	$	30,826		$	—		$	30,826
Total operating expenses		27,548			(16,451	)		11,097
(Loss) income from operations		4,234			(16,451	)		20,685
Total other (expense) income		(15,094	)		(16,451	)		(31,545	)
(Loss) income before income taxes		(10,860	)		—			(10,860	)


	Year Ended December 31, 2020
	As Reported			Adjustment			As Restated
Total Revenue, net	$	2,815		$	—		$	2,815
Total operating expenses		6,093			(1,354	)		4,739
(Loss) income from operations		(3,743	)		(1,354	)		(2,389	)
Total other (expense) income		(9,966	)		(1,354	)		(11,320	)
(Loss) income before income taxes		(13,709	)		—			(13,709	)

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)


	Year Ended December 31, 2021
	As Reported			Adjustment			As Restated
Beginning balance of cash	$	31		$	—		$	31
Net cash provided by (used in) operating activities		(14,819	)		27,173			12,354
Net cash used in investing activities		(6,646	)		(27,173	)		(33,819	)
Ending cash balance		609			—			609


	Year Ended December 31, 2020
	As Reported			Adjustment			As Restated
Beginning balance of cash	$	3,679		$	—		$	3,679
Net cash provided by (used in) operating activities		(2,500	)		2,418			(82	)
Net cash used in investing activities		(9,536	)		(2,418	)		(11,954	)
Ending cash balance		31			—			31

3. Liquidity and Financial Condition

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has incurred net losses and negative cash flows from operations. During years ended December 31, 2021 and 2020, the Company incurred net loss of $11,635 and $13,709, respectively and negative cash flow from operations of $14,819 and $2,500, each respectively. As of December 31, 2021, the Company had an accumulated deficit of $26,939.

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As of December 31, 2021, the Company had cash and cash equivalents of $609 which are available to fund future operations. The ongoing viability of the Company is largely dependent on the future financial and operating performance of the Company. To date, the Company has, in large part, relied on debt financings to fund its operations. In September 2021, the Company entered into the Second Amended and Restated Loan Agreement with its lender, for an aggregate amount up to $126,746, consisting of a First Tranche Loan of $43,746 and a Second Tranche Loan of $83,000, each with a maturity date of September 23, 2025. The proceeds from the First Tranche Loan were used to repay in dollars the aggregate outstanding balance under the existing Notes Payable Agreement of $33,746, and to pay an initial deposit of $10,000 pursuant to a separate supply agreement with a vendor (see Note 11). In November 2021, the Company entered into the Third Amended and Restated Loan Agreement with its lender, for an aggregate amount up to $535,375, consisting of (i) First Tranche Loans outstanding under the Second Amended and Restated Loan Agreement in an aggregate principal amount equal to $44,375 and an additional First Tranche Loan of $2,000; (ii) a Second Tranche Loan of $89,000; (iii) a Third Tranche Loan of $200,000 and; (iv) a Fourth Tranche Loan of $200,000, each with a maturity date of September 23, 2025. Management expects to continue to incur significant expenses for the foreseeable future while the Company makes investments to support its anticipated growth. The Company’s ability to continue is dependent upon bitcoin prices remaining at or above certain levels. Based upon current and historical volatility the Company is unable to be certain that they can profitably mine bitcoin to support operations. As such, there exists substantial doubt about the Company’s ability to remain a going concern within one year after the date of these consolidated financial statements were issued.

COVID-19

The COVID-19 global pandemic has been unprecedented and unpredictable and is likely to continue to result in significant national and global economic disruption, which may adversely affect GRIID’s business. Based on the Company’s current assessment, however, the Company does not expect any material impact on its long-term strategic plans, its operations, or its liquidity. However, the Company is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, suppliers, and industry.

4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of the Company and its eight wholly-owned subsidiaries: Union Data LLC (“Union Data”), Red Dog Technologies LLC (“Red Dog”), GIB Compute LLC (“GIB”), Data Black River LLC (“Data Black River”), Ava Data LLC (“Ava Data”), Jackson Data LLC (“Jackson Data”), Badin Data LLC (“Badin Data”), and Tullahoma Data LLC (“Tullahoma Data”). Jackson Data, Badin Data and Tullahoma Data were formed on October 1, 2021, December 1, 2021, and December 29, 2021, respectively.

All intercompany balances and transactions have been eliminated in consolidation. Amounts within the notes to the consolidated financial statements are presented in thousands of U.S. dollars, except for unit and per unit amounts or as otherwise indicated.

Unit Split

On April 14, 2021, the Company executed the Second Amended and Restated Limited Liability Company Agreement, as a result of which the Company completed a 10,000 to 1 split of its authorized, issued and

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outstanding Units, resulting in 1,740,000 Class A Units and 8,360,000 Class B Units being authorized of which 1,740,000 and 8,160,000, respectively are issued and outstanding as of December 31, 2021. The Company also created a new class of units (“Class C Units”), of which 2,500,000 Class C Units were authorized and issued to the newly created entity GRIID Infrastructure Plan Equity LLC, through which profits interests will be issued to employees and service providers of the Company and subject to various vesting conditions. As of December 31, 2021, GRIID Infrastructure Equity Plan LLC had awarded 2,418,000 incentive units and 893,633 had vested. The holders of Class A, Class B, and Class C Units are entitled to one vote for each unit held.

All disclosures related to units and per unit data in the accompanying consolidated financial statements and related notes reflect this stock split for all periods presented.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgements, estimates and assumptions include revenue recognition, cryptocurrency asset and debt accounting, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of our warrant liability. Actual results experienced by the Company may differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. Substantially all the Company’s cash and cash equivalents and investments are held at one U.S. financial institution in the United States that management believes is of high credit quality. Such deposits may, at times, exceed federally insured limits or may not be covered by deposit insurance at all. The Company had not experienced any credit losses on its cash and cash equivalents from date-of-inception through December 31, 2021.

During the years ended December 31, 2021 and 2020, the Company chose to mine with certain mining pool operators, with revenue generated from their related mining pools constituted as follows:


	December 31, 2021			December 31, 2020
Pool 1		—			72.4	%
Pool 2		21.7	%		27.6	%
Pool 3		78.3	%		—

Additionally, the only cryptocurrency that the Company has mined to date has been bitcoin. As a result, the Company’s profitability is affected by changes in bitcoin pricing.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities are measured at fair value using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs.

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The three levels of inputs used to measure fair value are as follows:

•

Level 1 – Valuations based on quoted prices (unadjusted) for identical assets or liabilities in active markets;

•

Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in inactive markets; or other inputs that are observable or can be corroborated by observable market data; and

•

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgement and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

In determining the fair value of its financial instruments, the Company considers the source of observable market data inputs, liquidity of the instrument, the credit risk of the counterparty to the contract, and its risk of nonperformance. In the case where the fair value is not observable for items subject to fair value measurement, the Company applies valuation techniques deemed the most appropriate under the U.S. GAAP guidance based on the nature of the assets and liabilities being measured.

As of December 31, 2021 and 2020, the financial assets or liabilities measured at fair value were the Company’s outstanding USD borrowings denominated and payable in bitcoin as of December 30, 2020 and warrant liability balance as of December 31, 2021. The cryptocurrency notes payable issued in 2019 (see Note 11) were accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statements of operations. Interest accrued on the cryptocurrency note payable was recorded to interest expense. The warrant liability associated with warrants issued in conjunction with the Company’s Third Amended and Restated Loan Agreement in 2021 (see Note 11) is accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. Carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, and accounts payable and accrued liabilities, approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s debt approximates carrying value as it was recorded at fair value upon the Company’s extinguishment of debt (see Note 11). During the year ended December 31, 2020, the Company issued warrants in connection with the aforementioned cryptocurrency note payable. The warrants were classified as equity and were measured and recorded at fair value on the issuance date.

Cryptocurrencies

Cryptocurrencies, consisting solely of bitcoin, are included in current assets in the accompanying consolidated balance sheets. Cryptocurrencies purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events

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or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured.

In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. Given that the fair value of cryptocurrencies is readily available (i.e., exchange traded at high volumes with readily observable market prices), the Company determined that performing a qualitative assessment is not necessary, and therefore proceeds directly to a quantitative test. The Company tests cryptocurrency assets for impairment on a daily basis as of 11:59PM UTC. The Company measures the amount of impairment loss by comparing the fair value of the cryptocurrency assets to their carrying value on a by unit purchased or awarded basis. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of cryptocurrencies by the Company are included within investing activities in the accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included as a non-cash adjustment within operating activities on the accompanying consolidated statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. The Company recognizes realized gains or losses whenever digital assets are disposed of for any reason using the first-in first-out (“FIFO”) method of accounting.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets:


		Years
Land		Indefinite
Energy infrastructure		10
General infrastructure		30
IT infrastructure		10
Miners		3
Vehicles		5
Office furniture and equipment		3

Leasehold improvements are amortized using the straight-line method over the shorter of the original lease term inclusive of renewals or the estimated useful life of the asset. However, if the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset, the lessee should amortize the leasehold improvements to the end of their useful life. When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the Company’s accounts and the resulting gain or loss is reflected in the Company’s consolidated statements of operations.

Maintenance and repairs are charged to operating expense as incurred. Significant improvements that substantially enhance the useful life of an asset are capitalized and depreciated.

Long-Lived Assets Impairment

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, for all assets except miners, the Company

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first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered appropriate. The Company tests its miners for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset (group) might not be recoverable. For example, if its miners are no longer contributing to the Company’s hash rate, or other macroeconomic conditions arise requiring impairment such as a decline in the price of bitcoin, the Company conducts further testing. These tests are done on a preliminary basis to determine whether any potential indicators of impairment exist. If it is determined that a miner is no longer contributing to the Company’s hash rate, is unusable, or other macroeconomic conditions arise, then the Company will proceed to a quantitative impairment test of recoverability. Recoverability of assets to be held an used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Leases

The Company determines if an arrangement is a lease at inception of the agreement. Finance leases are included in finance lease right-of-use (“ROU”) assets, and finance lease liability within long-term liabilities in the Company’s consolidated balance sheets. Operating leases are included in operating lease right-of-use asset, and operating lease liability within long-term liabilities in the Company’s consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Finance and operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at commencement date of the lease. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentive received. As the Company’s leases do not provide an implicit interest rate, the Company uses the borrowing rates available for similar assets over a similar term based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The Company’s lease terms may include options to extend or terminate the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not recognize an ROU asset nor lease liability for short-term leases. Instead, it recognizes these short-term lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Short-term leases are defined as 12 months or less in duration.

Revenue Recognition

Revenue is recognized when control of the goods and services provided is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services using the following steps: 1) identification of the contract, or contracts with a customer, 2) identification of performance obligations in the contract, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations in the contract and 5) recognition of revenue when or as the Company satisfies the performance obligations.

In order to identify the performance obligations in a contract with a customer, the Company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers definition of a distinct good or service if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to it (i.e., the good or service is capable of being distinct), and the Company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

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The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Company has entered into cryptocurrency mining pools by executing contracts with mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party without prior written notice and payment of a termination penalty is not required. The only amounts due are related to previously satisfied performance obligations which may be pending at termination (i.e., outstanding compensation earned by GRIID via contribution of computing power to the pool per the contractual payment model). The Company’s enforceable right to compensation begins upon providing computing power to the mining pool operator and this enforceable right is created as power is provided over time. Providing computing power in cryptocurrency transaction verification services is an output of the Company’s ordinary activities and providing such computing power represents the only performance obligation in the Company’s contracts with mining pool operators.

There is no significant financing component present in these transactions. Furthermore, the agreement does result in consideration payable to the customer in the form of a pool operator fee (in bitcoin). Given that this pool operator fee does not represent a payment for a distinct good or service, this fee is treated as a reduction of the transaction price as described in ASC 606-10-32-25.

The Company earns revenue under payout models determined by the mining pool operator. The two payout models relevant to the Company during the years ended December 31, 2021 and 2020 are referred to as Full Pay Per Share (“FPPS”) and Pay Per Last N Shares (“PPLNS”). The Company notes that substantially all revenue recognized during the years ended December 31, 2021 and 2020 was sourced from mining pools operating under the FPPS model.

FPPS Model

Under the FPPS model, in exchange for providing computing power to the pool, which represents the Company’s performance obligation, the Company is entitled to compensation at an amount that approximates the total bitcoin that could have been mined using the Company’s computing power, based upon the then current blockchain difficulty. Under this model, the Company is entitled to compensation regardless of whether the pool operator successfully records a block to the bitcoin blockchain.

The terms of the contracts specify that the performance and payment are measured daily and are calculated from midnight-to-midnight UTC time, and the Company receives its allocable share of compensation daily. Payments are associated with computing power provided during one UTC day and not combined with those for previous days.

Due to the continuous nature of the provision of computing power to the pool, the Company has determined that its performance obligation is satisfied over time.

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Under this model, the transaction consideration the Company receives is also noncash consideration, which the Company measures at the spot price upon contract inception, which is considered to be the beginning of each 24 hour period.

Under the FPPS approach, GRIID’s reward is based upon the Pool Operator’s standard FPPS payout methodology. This payout methodology determines GRIID’s payout, in BTC, based on the hashrate GRIID contributed to the mining pool relative to the current network difficulty at the end of each 24-hour time-period (i.e., at 23:59 UTC). Revenue is calculated and recognized on a daily basis in accordance with the payout methodology of the Pool Operator as specified in the Company’s contracts at contract inception.

PPLNS Model

Under the PPLNS model, in exchange for providing computing power, which represents the Company’s performance obligation, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less cryptocurrency transaction fees to the mining pool operator which are recorded as a reduction of revenue), for successfully recording a block to the bitcoin blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to mining pool operators to the total computing power contributed by all mining pool participants in solving the current algorithm.

In this model, the Company is only compensated for the pool’s success in recording a block to the bitcoin blockchain and is not compensated for its computing power if the pool is not successful in recording a block to the bitcoin blockchain.

The transaction consideration the Company receives, if any, is noncash consideration, and is entirely variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully records a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received is determined using the market rate of the related cryptocurrency at the time of receipt, which is not materially different from when the pool operator successfully records a block, at which time the Company is due compensation, due to the short-term nature (approximately 10 minutes) of the performance obligation.

The Company also earns monthly management fee revenue and revenue share of the bitcoin mined each month under a Development and Operation Agreement with Helix Digital Partners, LLC (“HDP”) (see Note 17).

Cost of Revenue

The Company’s cost of revenue consists primarily of direct costs of earning bitcoin related to mining operations, including electric power costs and other utilities, but excluding depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations.

Cryptocurrency Note Payable

The Company has borrowed USD denominated and payable in cryptocurrencies, specifically bitcoin, from a third party on a secured basis. Such borrowing by the Company was reported within cryptocurrency note payable on the Company’s consolidated balance sheets. The USD borrowings denominated and payable in bitcoin were accounted for as hybrid instruments, with a liability host contract that contains an embedded derivative based on the changes in the fair value of the underlying cryptocurrency. The cryptocurrency borrowings were accounted for as hybrid instruments, with a liability host contract that contained an embedded derivative based on the changes in the fair

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value of the underlying cryptocurrency. The host contract was accounted for as a debt instrument and was recorded at its carrying value and reported in cryptocurrency notes payable on the consolidated balance sheets. The embedded derivative was accounted for at fair value, with changes in fair value recognized in other income (expense) in the consolidated statements of operations. The embedded derivatives were included in cryptocurrency notes payable in the consolidated balance sheets. These borrowings bears a fee payable by the Company to the lender, which was based on a percentage of the amount borrowed and was denominated in the related cryptocurrency. The borrowing fee was recognized on an accrual basis and was recorded as interest expense within other income (expense) in the consolidated statements of operations, using the effective interest method.

Derivative Contracts

Derivative contracts derive their value from underlying asset prices, other inputs, or a combination of these factors.

As a result of the Company entering into transactions denominated in cryptocurrency, an embedded derivative is recognized related to the differences between the fair value of the amount borrowed, which is recognized on the borrowing effective date, and the fair value of the amount that will ultimately be repaid, based on changes in the spot price of the cryptocurrency in which the borrowing is denominated, over the term of the borrowing. This embedded derivative is accounted for as a forward contract to exchange at maturity the fixed amount of cryptocurrency to be repaid.

The Company accounted for the warrants associated with the Third Amended and Restated Loan Agreement as derivative liabilities recorded at fair value on their issuance date and adjusted to fair value as of each subsequent financial reporting date, with the change in fair value captured in the consolidated statements of operations (see Note 11).

Income Taxes

No provision for federal income taxes is presented in these consolidated financial statements as the Company is a limited liability company, and accordingly the Company’s taxable income is allocated to its members for income tax reporting purposes. However, in certain circumstances, the Company may be required to pay income taxes to state or local jurisdictions. For the years ended December 31, 2021 and 2020, the Company was subject to entity-level taxes in certain states; however, the Company recorded no related liability, given its overall net operating loss position.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effects of future tax rate changes are recognized in the period when the enactment of new rates occurs.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the positions taken or the amount of the positions that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest

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and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of operations.

Unit-based Compensation

The Company accounts for its unit-based compensation in accordance with FASB 718, Compensation – Stock Compensation (“ASC 718”). Unit-based compensation expense is recorded for awards issued to employees and non- employees using the fair value method with a corresponding increase in additional paid-in capital.

Under the fair-value method, unit-based compensation associated with stock awards is determined based on the estimated fair value of the award itself, which is equal to the market value of common units on such date. The Company has elected the accrual method for recognizing compensation costs. The Company recognizes forfeitures as they occur.

Unit-based compensation awards granted to employees are measured at the grant date fair value with compensation expense recognized on a straight–line basis over the requisite service period of the award.

Unit-based compensation awards granted to non-employees are measured at fair value on the earlier of the date the performance commitment is reached, or performance is completed. The measurement of non-employee equity awards is fixed on the grant date.

Segment Information

The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s operations are in the United States, and it has derived its revenue from selling hash rate to customers in the United States. All the Company’s assets are located in the United States.

Reclassifications

Certain reclassifications have been made within the December 31, 2020, consolidated financial statement footnote information to conform to the December 31, 2021, consolidated financial statement footnote information presentation, namely reclassifications within property and equipment in Note 7. These reclassifications had no impact on our previously reported consolidated balance sheet.

Recently Issued Accounting Pronouncements

Issued and Not Yet Adopted

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 will provide more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. ASC 326 was originally effective for annual reporting periods beginning after December 15, 2019, including interim periods within that year. Following the release of ASU 2019-10 in November 2019, the new effective date for ASC 326 would be for annual reporting periods beginning after

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December 15, 2022. The provisions of this ASU are to be applied using a modified-retrospective approach. The Company is currently evaluating the impact, if any, the adoption of ASC 326 may have on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP and simplifies the diluted earnings per share (“EPS”) calculation in certain areas. Under the new guidance there will be no separate accounting for embedded conversion features. It removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance may have on the Company’s consolidated financial statements.

5. Asset Acquisitions

On March 10, 2020, the Company entered into a Purchase and Sale Letter Agreement with WESCO Distribution, Inc. and Hoffland Properties, Inc. (the “Sellers”), whereby the Company purchased from the Sellers certain miners and related equipment located at a data center in Virginia Beach, Virginia, in exchange for a cash purchase price of $450. The Company incurred acquisition-related costs in connection with the transaction in the amount of $6.

On March 30, 2020, GIB entered into the Pangborn and Other Equipment Sale Agreement with an appointed Chapter 11 Trustee, in relation to the estate in the Washington State bankruptcy case of Giga Watt, Inc. Under the transaction, GIB purchased certain mining and power-related equipment and materials, in exchange for a cash purchase price of $175. GIB incurred acquisition-related costs in connection with the transaction in the amount of $5.

On March 10, 2021, GIB entered into a Purchase and Sale Agreement with Bonner Property Development, LLC (the “Seller”), whereby the Company purchased from the Seller certain mining and power-related equipment in exchange for a cash purchase price of $123.

6. Cryptocurrencies

The following table presents additional information about cryptocurrencies as follows:


	December 31, 2021			December 31, 2020
Beginning balance	$	3,376		$	699
Revenue recognized from cryptocurrencies		30,772			2,820
Management fee revenue from development and operation agreement		75			—
Mining pool operating fees		(21	)		(5	)
Utilities expense related to development and operation agreement		(150	)		—
Proceeds from sale of cryptocurrencies		(27,173	)		(2,418	)
Purchases of cryptocurrencies		—			2,820
Purchase of miner equipment with cryptocurrencies		—			(1,061	)
Proceeds from sales of miner equipment		217			—
Realized gain on sale/exchange of cryptocurrencies		16,451			1,354
Interest payments		(1,164	)		(222	)
Other expenses		(25	)		(32	)
Impairment of cryptocurrencies		(7,308	)		(579	)

Ending balance	$	15,050		$	3,376

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7. Property and Equipment

Property and equipment, net consist of the following:


	December 31, 2021			December 31, 2020
Land	$	422		$	67
Energy infrastructure		6,079			1,202
General infrastructure		4,584			2,054
IT infrastructure		965			46
Miners		12,962			8,027
Vehicle		64			61
Office furniture and equipment		89			31
Construction-in-progress		—			1,380

Gross property and equipment		25,165			12,868
Less: accumulated depreciation and amortization		(4,063	)		(1,626	)

Total property and equipment, net	$	21,102		$	11,242

Depreciation expense related to property and equipment was $3,184 and $1,741 for the years ended December 31, 2021 and 2020, respectively.

In October 2020, the Company submitted an insurance claim related to the loss of property and equipment sustained as a result of a fire incident. In January 2021, the insurance company notified the Company that it would reimburse GRIID $980. Payment was received during the first quarter of 2021; at which time the Company recorded a gain on disposal of property and equipment.

In January 2021, the Company sold certain property and equipment for total proceeds of $82 resulting in a gain of $57. In July 2021, the Company sold certain miner equipment for total proceeds of 6.608 BTC or $217 resulting in a loss of $88. In October 2021, the Company sold certain vehicles for total proceeds of $54 resulting in a gain of $7.

In September 2021 and December 2021, the Company recorded $410 and $14, respectively, in impairment of property and equipment related to certain miners that were either no longer usable or were no longer contributing to the Company’s hash rate.

8. Leases

In September 2020, Red Dog entered into a ground lease agreement with a certain energy provider for 3 acres of land and related improvements in Limestone, Tennessee. The lease commenced, for accounting purposes, in July 2020 and expires in March 2026. Provided Red Dog is not in default on the lease, the lease will automatically renew for up to five additional terms of one year each. Because the lease contains an option to purchase the underlying assets that Red Dog is reasonably certain to exercise, the Company has accounted for the lease as a finance lease. In addition to the future minimum lease commitments presented below, the ground lease agreement requires that Red Dog pay for maintenance, real estate taxes and insurance.

The ground lease was entered into in conjunction with the Site Location and Development Agreement (“SLDA”), which also includes a Power Contract. The site is being used to establish and operate a high-density data center, computer “server farm” and for related purposes in the landlord’s service area. During the initial term of the lease, rent amounts are $0.6 per acre, per year, based on total disturbed land as required for the Red Dog’s operations. The parties may revise the description of the premises from time to time to include additional land. In any renewal terms, after the initial term, the rent may not increase by more than 5% of the rent in the prior term.

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Following 24 months of the commencement of this lease, Red Dog has the right of first refusal to purchase all of landlord’s rights, title, and interest in an approximate 7.67-acre parcel of land containing the leased premises at a purchase price of approximately $65, which expires at the end of the initial term.

In accordance with the SLDA, the energy provider will apply a one-time discount of $270 and a one-time additional incentive credit of $100 on its invoice for Project Costs, as defined in the agreement. If the Power Contract, or the Ground Lease is terminated prior to five years and six months from the date of the signature of the Power Contract, other than for default of the energy provider, the Company shall be responsible for immediately repaying the full incentive of $100 to the energy provider.

The adoption and application of ASC 842 to the Red Dog ground lease agreement, which has been determined to be a finance lease, resulted in a lease liability and Right of Use (“ROU”) asset of $59 recorded as of July 15, 2020, the lease commencement date. A rate commensurate with assets of a similar term of 4.5%, as estimated by management, was used to discount the future payments on the land lease to their present value.

See Note 17 for further information regarding the SLDA.

In February 2021, GIB entered into a lease agreement for a commercial property with Gateway Rental Properties, LLC, to be used for general office and administrative purposes. The lease commenced on March 1, 2021. The monthly rent on the lease, which includes CAM, interest, and taxes, is approximately $3. The initial term of the lease is for two years, with an option to renew for an additional two-year period. Because the lease contains an option to purchase the property at any time during the Initial Term for $375 that GIB is reasonably certain to exercise, the Company has accounted for the lease as a finance lease, resulting in a lease liability and ROU asset of $338 recorded as of the lease commencement date. A rate commensurate with assets of a similar term of 15.2%, as estimated by management, was used to discount the future payments on the lease to their present value.

In August 2021, GRIID entered into a ground lease agreement with a Tennessee resident, the landlord, for 2 acres of unencumbered land in Lenoir City, Tennessee. On February 8, 2022, the lease was assigned to Ava Data. The lease commenced on November 6, 2021. The monthly rent on the lease is $15. The lease contained an option to prepay base rent in the amount equal to the outstanding principal balance and accrued interest under the landlord’s Promissory Note dated July 5, 2021, in the original principal amount of $175 (the “Note”) and receive a credit against the next monthly payments of base rent due under the lease in an amount equal to the rent prepayment discounted against such base rent at a 4% discount. GRIID exercised this prepay option, resulting in a base rent prepayment of $170. The initial term of the lease is for five years, with an option to renew for an additional five-year period that the Company is reasonably certain to exercise. The lease also contains an option to purchase the property at any time after the one-year anniversary of the commencement of the lease for $2,100 that GRIID is not reasonably certain to exercise. The Company has accounted for the lease as an operating lease, resulting in a lease liability of $1,136 and ROU asset of $1,306 recorded as of the lease commencement date. A rate commensurate with assets of a similar term of 7.0%, as estimated by management, was used to discount the future payments on the lease to their present value.

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Finance and operating lease assets and lease liabilities are as follows:


Lease Classification	Classification	December 31, 2021		December 31, 2020
Assets
Current
Operating	Current assets	$	60	$	—
Finance	Current assets		20		—
Long-term
Operating	Long-term assets		1,289		—
Finance	Long-term assets		241		53

Total right-of-use assets		$	1,610	$	53

Liabilities
Noncurrent
Operating	Long-term lease liability	$	1,209	$	—
Finance	Long-term lease liability		433		59

Total lease liabilities		$	1,642	$	59

The components of lease expense were as follows:


	December 31, 2021		December 31, 2020
Operating lease expense	$	30	$	—
Finance lease expense
Amortization of ROU assets		151		5
Interest on lease liabilities		46		1
Short-term lease expense		54		30

Total lease expense	$	281	$	36

Other information related to leases was as follows:


	December 31, 2021			December 31, 2020
Weighted average remaining lease term (in years):
Operating leases		9.9			—
Finance leases		1.6			5.3
Weighted average discount rate:
Operating leases		7.0	%		—
Finance leases		13.6	%		4.5	%


	December 31, 2021		December 31, 2020
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	170	$	—
Operating cash flows from finance leases	$	32	$	—
ROU assets obtained in exchange for lease obligations:
Operating leases		1,306		—
Finance leases		338		59

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Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows:


Year	Operating Leases			Finance Leases
2022	$	23		$	37
2023		174			383
2024		174			2
2025		174			2
2026		176			65
Thereafter		942			—

Total future minimum lease payments		1,663			489
Less: imputed interest		(514	)		(76	)

Total		1,149			413
Plus: lease asset, current		60			20

Total long-term lease liability	$	1,209		$	433

9. Long-Term Deposits


	December 31, 2021		December 31, 2020
Supply agreement deposit	$	10,000	$	—
Other long-term deposits		519		—

Total long-term deposits	$	10,519	$	—

See Note 17 for further information regarding the Supply Agreement.

10. Accrued Expenses and Other Current Liabilities


	December 31, 2021		December 31, 2020
Accrued legal	$	1,250	$	—
Accrued professional fees		367		—
Accrued construction		—		310
Other accrued expenses and other current liabilities		545		586

Total accrued expenses and other current liabilities	$	2,162	$	896

11. Debt

Cryptocurrency and U.S. Dollar Notes Payable

On December 20, 2019, the Company entered into the Note Payable Agreement with a third-party lender for an aggregate loan amount up to $6,500 with a maturity date of the second anniversary of the Initial Funding Date. The loan was comprised of a Cryptocurrency Note Payable and a U.S. Dollar Note Payable (the “Notes Payable”).

The Cryptocurrency Note Payable was for an aggregate principal amount not to exceed $3,250 plus any paid in kind (“PIK”) amounts provided, that prior to the borrowing of Cryptocurrency Note Payable in excess of an aggregate value of $1,750, certain milestones were to be satisfied. The loan principal was denominated and repayable in Cryptocurrency (i.e., bitcoin) and interest was payable in Cryptocurrency (bitcoin) at a fixed rate of 11% per annum. The Company received the proceeds of the First Tranche Cryptocurrency Note Payable in U.S. Dollars, but was obligated to repay the loan in bitcoin, specifically 243.6 bitcoin, based on the spot rate when the cash was received.

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The U.S. Dollar Note Payable was for in an aggregate principal amount not to exceed $3,250 plus any PIK amounts and PIK expenses; provided, that prior to the borrowing of Dollar Note Payable in excess of an aggregate value of $2,750, certain milestones were to be satisfied. Interest was payable at a fixed rate equal to 15.2% per annum.

On July 1, 2020, the Company entered into the Amended and Restated Notes Payable Agreement, increasing the aggregate notes payable amount to $16,500, by allowing for a second tranche in the amount of $10,000, with a maturity date of the third anniversary of the second tranche funding date. The second tranche comprised a Cryptocurrency Note Payable and a U.S. Dollar Note Payable with the following terms.

The Second Tranche Cryptocurrency Note Payable for an aggregate principal amount not to exceed $2,400 plus any PIK amounts was received by the Company in USD but was denominated and repayable in Cryptocurrency (i.e., bitcoin). Interest was payable in bitcoin at variable rates between 7% and 13% per annum, determined based upon the Company’s liquidity ratio, as defined in the agreement. The Company received the proceeds of the Second Tranche Cryptocurrency Note Payable in U.S. Dollars, but was obligated to repay the loan in bitcoin, specifically 238.3 bitcoin, based on the spot rate when the cash was received.

The Second Tranche U.S. Dollar Note Payable was for an aggregate principal amount not to exceed $7,600 plus any PIK amounts and PIK expenses. Interest was payable at variable rate between 10% and 18% per annum, determined based upon the Company’s liquidity ratio, as defined in the agreement. The Company could elect to borrow under the Second Tranche U.S. Dollar Note Payable even if the aggregate amount of the First Tranche U.S. Dollar Note Payable outstanding is less than the maximum aggregate value of the First Tranche U.S. Dollar Note Payable permitted under the agreement.

The Notes Payable could be prepaid at any time, subject to an early termination fee of 10% of the interest that would have accrued in respect of such prepaid note payable amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Notes Payable may not be reborrowed.

The Company’s obligations under the Notes Payable Agreement were secured by substantially all of the Company’s assets.

The Notes Payable Agreement contained a number of affirmative, negative, reporting, and financial covenants, in each case subject to certain exceptions and materiality thresholds. The minimum interest coverage ratio, commencing with the fiscal quarter ending June 30, 2020 and so long as any note payable balance remains unpaid or outstanding, must be at least 2.50:1.00. The Company must also maintain liquidity of more than the lesser of $1,500,000 or 10% of the aggregate note payable balance.

In connection with the Amended and Restated Notes Payable Agreement, on July 2020, the Company granted the lender a warrant to purchase 10 fully paid and nonassessable Class B Units of GRIID at a price per unit of $1.00. The warrant vested immediately and expires on July 30, 2028. The warrant may be net share settled. The warrant is equity classified and recorded at a fair value of $15 in members equity.

In September 2021, the Company entered into the Second Amended and Restated Loan Agreement for an aggregate amount up to $126,746, consisting of a First Tranche Loan of $43,746 and a Second Tranche Loan of $83,000 (collectively the “Loans”), each with a maturity date of September 23, 2025. As part of the First Tranche Loan, the existing Notes Payable, which had an outstanding balance of $33,746, were amended and restructured so that the outstanding principal and accrued and unpaid interest in respect to the Cryptocurrency Notes Payable were amended instead to be U.S. dollar denominated and repayable in USD. In addition, the First Tranche Loan was amended to provide for an additional $10,000 in funding in order to enable the Company to pay an initial deposit of $10,000 pursuant to a supply agreement with a vendor (the “Supply Agreement”) (see Note 17 for further details regarding the supply agreement). The Second Tranche Loans were to be advanced net of an $8,000 origination fee and the related proceeds will be used to purchase Digital Currency Miners and to pay related

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costs. Interest on the Loans was payable at a fixed rate of 9% per annum and following the date of the first order of Digital Currency Miners under the Supply Agreement (the “Cash Interest Payment Commencement Date”) at a rate between 9% and 11% per annum, determined based upon the Company’s leverage ratio, as defined in the Second Amended and Restated Loan Agreement. The Company had the option to treat loan fees associated with the Second Tranche Loan payable on or prior to the Cash Interest Payment Commencement Date as in-kind. The Loans could be prepaid at any time, subject to an early termination fee of 15% of the interest that would have been accrued in respect of such prepaid loan amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Loans could not be reborrowed. The Second Amended and Restated Loan Agreement contained a number of affirmative, negative, reporting, and financial covenants, in each case subject to certain exceptions and materiality thresholds. The Company’s obligations under the Second Amended and Restated Loan Agreement were secured by substantially all of the Company’s assets.

The Company accounted for the Second Amended and Restated Loan Agreement (the “Second Amendment”) as a debt modification under GAAP. As such, the Company continued to amortize the remaining unamortized debt discount as of the debt modification date over the term of the Amended and Restated Notes Payable, as the results were deemed not materially different from amortizing the unamortized debt discount over the term of the Modified Loan. The Company did not incur any additional creditor fees to be capitalized and amortized over the term of the Modified Loan based upon the effective interest rate, nor new fees paid to third parties to be expensed.

On November 19, 2021 (the “Third Amendment Closing Date”), the Company entered into the Third Amended and Restated Loan Agreement (the “Third Amendment”) for an aggregate amount up to $535,375, consisting of (i) First Tranche Loans outstanding under the Existing Credit Agreement in an aggregate principal amount equal to $44,375 and an additional First Tranche Loan on or about the Closing Date of $2,000; (ii) a Second Tranche Loan of $89,000; (iii) a Third Tranche Loan of $200,000 and; (iv) a Fourth Tranche Loan of $200,000 (collectively the “Third Amendment Loans”), each with a maturity date of September 23, 2025. The proceeds of the initial Second Tranche Draw will be used to purchase components of Digital Currency Miners and related assets and fund operations under an agreement with the lender (the “Hosting Agreement”). Under the Hosting Agreement, in exchange for the Company building and managing bitcoin mining sites (the “hosted bitcoin mining sites”) and also mining bitcoin from the hosted bitcoin mining sites, the lender will receive the bitcoin mined, less a hosting fee paid back to the Company. The proceeds of the subsequent Second Tranche Loan will be net of an $8,000 origination fee and the proceeds will be used to pay related costs including ODM packaging expenses. The proceeds of the Third and Fourth Tranche Loans will be used to purchase digital currency miners and related assets and with respect to no more than 25% of the aggregate initial principal borrowings under the tranches, to fund the Company’s working capital needs and other general corporate expenses. Interest on the additional First Tranche Loan and Second Tranche Loan is payable at a fixed rate equal to 7% per annum and will be payable “in-kind” until the Cash Interest Payment Commencement Date, as defined in the Third Amendment. At that time, the “paid-in-kind” amounts will be deemed principal of the related Tranche. Interest on the Fourth Tranche Loan is payable at a fixed rate of 15% per annum. Interest on all other Loans will be payable at either 9% or 11%, determined based upon the Company’s leverage ratio, as defined in the Third Amendment.

The Third Amendment Loans may be prepaid at any time, subject to an early termination fee of (a) with respect to the First Tranche Loans, Second Tranche Loans and Third Tranche Loans, 15% of the interest payable that would have been accrued in respect of the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date and (b) with respect to the Fourth Tranche Loans, either (i) to the extent the payment is made on or prior to the first anniversary of the date of borrowing or (ii) to the extent the payment is made after the first anniversary of the date of borrowing and on or prior to the second anniversary of the date of borrowing, 30% of the interest that would have been accrued with respect to the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date or (iii) otherwise 15% of the interest payable that would have been accrued with respect to the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Third Amendment

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Loan may not be reborrowed. The Third Amendment contains affirmative, negative, reporting, and financial covenants, which are subject to certain exceptions and materiality thresholds. The Company’s obligations under the Third Amendment are secured by substantially all of the Company’s assets.

In connection with the Third Amendment, the Company will issue to the lender, the right to receive warrants (the “Supplemental Warrants”), exercisable for shares of Common Stock of New GRIID, subject to certain conditions set forth in the Third Amendment. The total number of Supplemental Warrants to be issued shall be based upon the total borrowings under the Second, Third, and Fourth Tranches of the Third Amendment Loans, such that the number of Supplemental Warrants to be issued to the lender when added to the number of shares of Common Stock of New GRIID to be received by the lender at the closing of the Merger in exchange for its existing warrants will range from 1.85% to 3% of the fully diluted equity of ADEX immediately following the closing of the Merger (after taking into account all stockholder redemptions), or 2.25% if the Company fails to draw down any of these tranches. The Company will execute and deliver the Supplemental Warrants upon the earliest of (i) the consummation of a SPAC transaction (ii) March 31, 2022 (provided that if consummation of a SPAC transaction shall be pending as of March 31, 2022 subject only to approval of governmental authorities, such date shall be automatically extended until the date such approval is rendered or denied), and (iii) the repayment or acceleration of the Loans. The Supplemental Warrants will have a strike price if a SPAC transaction will have occurred equal to $10.00, or otherwise, consistent with the Company’s most recent 409A valuation at the time of execution and delivery of the Supplemental Warrant agreement. Up to 75% of the Supplemental Warrants shall be freely transferrable other than to Disqualified Institutions, as defined in the Third Amendment, and any remainder will be freely transferrable to lenders and their affiliates. The Supplemental Warrants will be on commercially reasonable terms satisfactory to the lender. As of the date of the Third Amendment, the Company has an obligation to issue the Supplemental Warrants in the future. Since the amount of Supplemental Warrants to be issued varies depending upon the amount of the related debt that is drawn down, the Company has accounted for and classified the Supplemental Warrants as liabilities.

Under the Third Amendment, there is a fee equal to $8,000 (“Origination Fee”) that is earned upon the Third Amendment Closing Date and due upon the earliest of the (i) funding of the subsequent Second Tranche, (ii) the initial funding of the Third Tranche, (iii) the initial funding of the Fourth Tranche, and (iv) the Termination Date. The Origination Fee may be paid in cash or, as applicable, at the Company’s election, net funded from the proceeds of the Second Tranche draw and/or Third Tranche draw.

The Company accounted for the Third Amendment as a debt extinguishment under ASC 470-50, resulting in a loss on extinguishment of debt of $19,824, which included discounts associated with the previous debt and associated warrants of $8, the fair value of the Supplemental Warrants calculated utilizing the Black Scholes valuation method of $29,234, and the Origination Fee of $8,000 less a debt discount of $17,418 on the Third Amendment debt to record it at fair value. The Company is accreting the debt discount on the Third Amendment debt to non-cash interest expense using the effective interest rate method, over the term of the related debt. As of December 31, 2021, the unamortized debt discount amounted to $16,925.

Since the Origination Fee essentially represents an incremental lender fee and is earned upon the Third Amendment Closing Date, it has been included in the total loss on extinguishment of debt. As the Origination Fee is not yet payable, a corresponding lender fee payable was recorded on the consolidated balance sheet. The Company did not incur any additional creditor fees nor fees paid to third parties related to the Third Amendment.

The Company is required to ensure at all times the Mined Currency on deposit in a Mined Currency Account, each as defined in the Third Amendment, with the lender is greater than or equal to a value equal to 50% of all Mined Currency, excluding amounts used for operating expenses of the Company in the ordinary course of business or other purposes consented to in writing. As of December 31, 2021 and 2020, the Company had 238.818 BTC and 263.240 BTC, respectively, deposited within its Mined Currency Account with the lender and are included in cryptocurrencies on the accompanying consolidated balance sheets.

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For the years ended December 31, 2021 and 2020, the Company recognized total interest expense related to the Notes Payable and First Tranche Loans of $4,138 and $1,120, respectively, which included amortization of the debt discount associated with the aforementioned warrants and Supplemental Warrants of $498 and $2, respectively.

Aggregate annual future maturities of the Loans as of December 31, 2021 are as follows:


Year	Total
2022	$	—
2023		—
2024		—
2025		46,375

Total	$	46,375
Less: Unamortized debt discount		(16,925	)
Plus: Capitalized interest		593

Total U.S. dollar notes payable, net		30,043

Revolving Line of Credit

On September 24, 2019, the Company and Union Data entered into a revolving line of credit loan agreement with a lender, with a maximum borrowing capacity of $2,500. The revolving line of credit matured on September 23, 2020. The amount outstanding under the revolving line of credit bore interest at the prime rate plus 2%. The Company capitalized $20 of legal fees and $25 of lender fees associated with obtaining the revolving line of credit, which it amortized to interest expense over the term of the revolving line of credit. The agreement contained specified financial and nonfinancial covenants, under which the Company was compliant as of December 31, 2019. Borrowings under the agreement were collateralized by substantially all of the assets of the Company. The Company drew down the entire $2,500 revolving line of credit during 2019, and subsequently paid it off during 2020.

Paycheck Protection Program

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law to provide certain aid and stimulus to the U.S. economy. The Company qualifies as a small business under the CARES Act and submitted a loan application with a qualified lender for funding under the Paycheck Protection Program (“PPP”), administered by the Small Business Association (“SBA”).

On April 29, 2020, the Company’s application with the lender was approved and, as a result, the Company obtained a loan (“PPP Loan”) in the amount of $193. The PPP Loan bears fixed interest at 1.00% per annum, which begins accruing from the date of the loan, and matures on April 29, 2022. The PPP Loan is unsecured and guaranteed by the SBA. The PPP Loan is eligible to be forgiven provided the Company satisfies certain conditions and upon approval by the lender and the SBA. The PPP Loan provides for the deferral of payments until the SBA has determined the forgiveness amount, at which time, any remaining PPP Loan amount requires equal monthly payments of principal plus accrued interest in an amount sufficient to repay the remaining PPP Loan balance by the maturity date. In October 2020, the Company submitted the PPP Loan forgiveness application to the lender. On June 15, 2021, the PPP Loan was fully forgiven by SBA and lender. As a result, the company recognized a gain on paycheck protection program loan forgiveness of $193 within other income (expense) in the consolidated statements of operations for the year ended December 31, 2020.

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12. Derivatives

Notional amount of derivative contracts

The following table summarizes the notional amount of derivative contracts outstanding, in native units:


	December 31, 2021		December 31, 2020
Cryptocurrency notes payable with embedded derivatives		—		481.904 BTC
Capitalized interest on cryptocurrency notes payable		—		7.3988 BTC
Accrued interest payable on cryptocurrency notes payable		—		6.7479 BTC

None of the cryptocurrency notes payable with embedded derivatives were designated as hedges.

The following table summarizes information on derivative assets and liabilities that are reflected in the Company’s consolidated balance sheets as of December 31, 2021 and 2020, by accounting designation:


	Gross Derivative Assets Not Designated as Hedges				Gross Derivative Liabilities Not Designated as Hedges
	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020
Cryptocurrency notes payable	$	—	$	—	$	—	$	10,179

The carrying value of the outstanding host contract as of December 31, 2021, and 2020 was $0 and $4,255, respectively. The Company recorded a loss on change in fair value of the embedded derivative for the years ended December 31, 2021 and 2020 of $6,851 and $10,182, respectively. The interest rate on these borrowings ranges from 7% to 13%. Interest expense incurred in the cryptocurrency in which the debt was denominated was $1,449 and $404 for the years ended December 31, 2021 and 2020, respectively.

13. Fair Value Hierarchy

Recurring fair value measurements

As of December 31, 2021, the fair value of the warrant liability measured on a recurring basis was as follows:


	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	29,820	$	29,820

As of December 31, 2020, the fair value of the Cryptocurrency Notes Payable measured on a recurring basis was as follows:


	Level 1		Level 2		Level 3	Total
Liabilities:
Cryptocurrency Notes Payable(1)	$	10,285	$	—			10,285

(1)	Excludes Cryptocurrency Notes Payable of $4,150, representing the host liability contract, as this is not measured and recorded at fair value as of December 31, 2020.

The Company recognized a loss on change in fair value of the embedded derivative for the year ended December 31, 2020 of $10,182.

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Fair value of the warrant liability was determined on a recurring basis based on appraisals by an independent valuation firm which is based on Level 3 inputs. Fair value of the embedded derivative, related to the cryptocurrency notes payable, was determined at period end using quoted market prices for the underlying bitcoin which is based on Level 2 inputs.

The following table presents information as of December 31, 2021 about significant unobservable inputs (Level 3) used in the valuation of liabilities measured at fair value on a recurring basis:


Financial Instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs
Warrant Liability	$	29,820	Black Scholes	Expected volatility, fair value of member unit

The fair value of the warrant liability (see Note 11) at the date of issuance was determined via the Black Scholes option pricing model, which assumes the volatility rate, risk-free rate, expected dividend yield, and expected term.

The assumptions used to measure the fair value of the warrant liability as of the date of issuance and as of December 31, 2021 were as follows:


		November 19, 2021 December 31, 2021
Volatility Rate¹		44.1% to 45.3%
Risk-free rate²		1.26% to 1.28%
Expected dividend yield³		0.00%
Expected term⁴		5.25 to 5.36
Fair value of member unit⁵		$9.73 to $9.90

(1)	The volatility considers four measures, including implied volatility based on: ADEX public warrants, implied volatility based on peer comparable companies’ SPAC warrants, historical volatility of bitcoin prices, and re-levered equity volatility based on the peer comparable public companies.

(2)	The risk-free rate considers interpolated US Constant Maturity Treasury yield.

(3)	The expected dividend yield is based on management’s expectation.

(4)	The expected term is assumed to be 5 years following the completion of the de-SPAC transaction, based on market participant assumptions.

(5)	The underlying stock price is based on the traded stock price of the SPAC company. The fair value of the member unit is a Level 1 input, based on the share price of the ADEX common stock.

A summary of the changes in the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) as of and for the year ended December 31, 2021 was as follows:


Warrant liability, December 31, 2020	$	—
Warrant liabilities issued		29,234
Change in fair value		586

Warrant liability, December 31, 2021	$	29,820

The Company recognized a loss on the change in fair value of the warrant liability for the year ended December 31, 2021 of $586.

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Non-recurring fair value measurements

Cryptocurrencies

The Company tests cryptocurrency assets for impairment on a daily basis based upon Level 1 inputs, specifically, the exchange-quoted price of the cryptocurrency. The last impairment date for the Company’s cryptocurrency holdings during the years ended December 31, 2021 and 2020 was December 31, 2021. The Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $15,050 as of December 31, 2021, net of impairment losses incurred of $7,308 for the year ended December 31, 2021. As of December 31, 2021, the fair value of cryptocurrency held was approximately $16,629.

As of December 31, 2020, the Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $3,376, net of impairment losses incurred of $579 for the year ended December 31, 2020. As of December 31, 2020, the fair value of cryptocurrency held was approximately $8,917.

Mining Equipment

Whenever events or changes in circumstances dictate, or, minimally, on a quarterly basis, the Company tests its miners for impairment. Miners are considered fully impaired if they are no longer usable or no longer contributing to the Company’s hash rate and are written off. For the year ended December 31, 2021, the Company wrote off $424 in carrying value associated with impaired miners. For the year ended December 31, 2020, the Company recorded no impairment associated with its mining equipment.

14. Unearned Grant Revenue

On January 24, 2020, the Tennessee Valley Authority (“TVA”) executed a VIP Performance Grant Agreement with Union Data, whereby Union Data is eligible to receive and retain up to $135 in grant funding, based upon achievement of specific annual capital investment, average annual full-time equivalent employee, and average annual wage metrics over the 5-year evaluation period ending January 1, 2025.

On December 18, 2020, the TVA executed a VIP Performance Grant Agreement with GRIID, whereby GRIID is eligible to receive and retain up to $60 in grant funding (such funding to be utilized by Red Dog), based upon achievement of specific annual capital investment, average annual full-time equivalent employee, and average annual wage metrics over the 5-year evaluation period ending July 1, 2025.

Once the evaluation period is complete and the earned award is determined under each grant, the Company will recognize the full or partial award (if metrics are only partially met) as grant revenue. In the interim, the Company has recorded funding from each Grant as unearned grant revenue (a long-term liability) on its consolidated balance sheets.

15. Common Units

As of December 31, 2021, the amount of accumulated members’ deficit attributable to Class A Units was ($21,551) and to Class B and Class C Units was ($5,388).

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, eighty percent (80%) of distributions will be paid to the Class A Units pro rata in proportion to the holders’ respective interests, and twenty percent (20%) will be paid to the Class B and Class C Units until the Class A Unit holders have received the full amount of their initial capital contributions. Then, fifty percent (50%) will be paid to Class A Units, pro rata in proportion to the holders’ respective interests, and fifty (50%) will be paid to the Class B and Class C Units until the Class A Unit holders have received total distributions equal to three (3) times their initial capital contributions. Thereafter, distributions will be paid pro rata among all the Units in proportion to the holders’ respective interests.

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16. Unit-based Compensation

On April 14, 2021, the Board of Managers (the “Board”) adopted the GRIID Infrastructure Equity Plan LLC Profits Interest Plan (the “Plan”). Under the terms of the Plan, Incentive Units (“IUs”) may be granted to employees of the Company as well as officers, consultants, or other service providers of the Company (each, a “Participant”). Upon approval of the Plan, the Company reserved a pool of 2,500,000 IUs. As of December 31, 2021, the Board had approved 2,418,000 IUs, leaving 82,000 IUs available for grant.

The IUs give holders the right to participate in the profits and losses of the Company, but do not convey voting rights to the holders. Each IU has a profits interest threshold amount set forth in the applicable Agreement Award in accordance with the Limited Liability Company Agreement of GRIID Infrastructure Equity Plan LLC, dated as of April 14, 2021. The amount is to be no less than the amount determined to be necessary to cause such IU to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43. Each Award Agreement contains a vesting schedule that is determined by the Board. Vesting may be based on the continued service of the Participant and/or on the achievement of performance goals set forth in the Award Agreement. IUs may also be fully vested on the Grant Date. Participant’s IUs may have accelerated vesting upon a Change in Control (as defined in the Plan), forfeiture, or other event at the Board’s discretion.

At any time prior to the consummation of a Qualified Public Offering or a Change in Control, each as defined in the Plan, the Company has the right, but not the obligation, to require the Participant to forfeit or sell to the Company all or any portion of their IUs in connection with a Termination of Service (the “Company’s Call Right”). In the event of termination for any reason, unvested IUs (“Restricted IUs”) will be forfeited without consideration. If the Participant’s employment is terminated for cause, all vested IUs (“Unrestricted IUs”) or Restricted IUs will be forfeited without consideration. If the Participant’s employment is terminated by the Company for a reason other than cause or by the Participant for any reason, the Company’s purchase price per Unrestricted IU will be its fair market value on the date of termination.

At any time following a SPAC Transaction, as defined in the Plan, the Company may, at its election, require any unitholder upon a termination of service (including any termination that may have occurred prior to the SPAC Transaction) to convert all or a portion of such unitholder’s IUs into shares or other equity securities of the SPAC into which holders of IUs otherwise may convert.

If the IUs are changed by reason of a change in corporate capitalization or exchanged for other securities as a result of a merger, consolidation or reorganization, the Company will make appropriate adjustments to the maximum number of IUs that may be granted under the Plan and will make adjustments to the IUs as will be equitable and appropriate to prevent dilution or enlargement of the benefits provided for awards under the Plan.

The Company may, at its discretion, provide in any Award Agreement that all or a portion of a Participant’s Restricted IUs will become Unrestricted IUs upon a Change in Control and/or that the restrictions and limitations applicable to the IUs will lapse and such IUs will become free of all restrictions and become fully vested and transferable. In the event of a Change in Control and the unitholder’s termination for a reason other than cause within twelve (12) months after the occurrence of the Change in Control (a “Double-Trigger Change in Control”) all Restricted IUs that are outstanding on the date of termination will fully vest and become Unrestricted IUs.

Based upon their underlying characteristics and features, the Company has determined that the IUs are to be accounted for as equity-classified awards.

The IUs are granted at the market price of the Company’s units on the date of grant. The Company has varying vesting period and vesting schedules for IUs granted.

F-79

IU activity under the Plan during the year ended December 31, 2021, was as follows:


	Year Ended
	December 31, 2021
	Number of Units			Weighted-average grant price per unit
Unvested, December 31, 2020		—			—
Granted		2,418,000		$	0.19
Vested		(893,633	)		0.19
Forfeited		—			—

Unvested, December 31, 2021		1,524,367		$	0.19

Expense related to the IUs is recognized over the vesting period of each IU. The Company has elected to recognize forfeitures as they occur. For the year ended December 31, 2021, the Company recognized $191 of unit-based compensation expense related to the IUs, which is included within general and administrative expense on the consolidated statements of operations.

As of December 31, 2021, there remained $268 of unrecognized compensation expense related to the IUs. That cost is expected to be recognized over the remaining weighted average vesting period of 2.24 years.

The total fair value of IUs vested (based on grant date fair value) during the year ended December 31, 2021 was $170.

17. Commitments and Contingencies

Power Agreements

On January 1, 2020 Union Data entered into a Power Supply Contract with KUB for a five-year term, automatically renewable for one-year terms for an additional five years. Per the agreement, KUB is to supply power at 10 kw during on-peak times and 5,001 kw during off-peak times, per an agreed upon rate schedule. Payments are due monthly for the power provided. The point of delivery for power and energy is the point of interconnection of KUB’s facilities and Union Data’s facilities in Maynardville, Tennessee. The contract was amended effective May 1, 2020, to provide power supply of on-peak 200 kw and off-peak 6,800 kw.

On September 28, 2020, Red Dog entered into a Contract for Lighting and Power Service with a certain energy provider for electricity for the operation of the data center in Limestone, Tennessee. For the first six months, the parties agreed to off-peak demand of 30kw and a maximum not to exceed 5,001 kw. Beginning with the 7th month, the contract will have an off-peak demand of 25,001 kw and a maximum demand of 25,001 kw for the duration. The term of the contract is for five years and six months, beginning approximately on December 1, 2020. Bills will be rendered monthly based on the currently effective standard rate schedule applicable to consumers of the same class. If service is disconnected before the end of the contract term, Red Dog shall be required to pay the minimum bill per the rate schedule time the number of months remaining on the contract term. The contract was subsequently amended in October 2020 through March 2021 to adjust the on-peak/off-peak demands.

Site Location and Development Agreement (“SLDA”)

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the energy provider, to be located on a site that is adjacent to a certain substation of the energy provider in Limestone, Tennessee. Under the agreement, the energy provider is responsible, at Red Dog’s expense, to plan, design and install all facilities and equipment that are necessary to provide electricity to the Project site. The preliminary estimate of Project costs per the agreement was $1,284 less a $270 discount and economic development credit and one-time additional credit (the “Incentive”) of $100, resulting in a net estimated Project cost total of $914. Red Dog is responsible for paying final Project costs, even if they exceed this estimate. Red Dog is responsible to pay the energy provider for any costs in excess of $600 within 30 days of receipt of the itemized invoice. The remaining $600 balance for Project costs will be paid by Red Dog to the energy provider in 12 equal monthly increments, with the first increment due on the 25th month following the completion of the work. In consideration of this extended payment period, Red Dog was required to provide an irrevocable standby letter of credit in the amount of $600 to guarantee payment of Project costs, net of discount and incentives. The project was completed on June 29, 2021 for a total cost of $1,075, for which the Company has recorded a corresponding payable to the energy provider. In accordance with ASC 835-30-45, Interest – Imputation of Interest, the Company recorded a discount on the loan payable to the energy provider of $235 using the Company’s incremental borrowing rate of 4.5%, which is being amortized to non-cash interest expense using the effective interest rate method over the term of the loan to its date of maturity.

In the event that the Site Location and Development Agreement, the Power Contract, or the Ground Lease is terminated prior to five years and six months from the date of signature of the Power Contract, other than for default of the energy provider, the Company shall be responsible for immediately repaying the full incentive ($100) to the energy provider as of the date one or more such agreements terminate. As of December 31, 2021, the Company does not believe it is probable that it will terminate any of the contracts prior to five years and six months from the date of signature of the Power Contract and thus did not record a contingent liability.

Supply Agreement

On September 8, 2021, the Company entered into a supply agreement (the “Intel Supply Agreement”) with Intel. Under the Supply Agreement, the Company has committed to purchasing a certain number of units of mining-related equipment as defined in the Intel Supply Agreement. In exchange for Intel reserving these units, the Company paid a supply reservation deposit (the “Deposit”) of $10,000, which is included in long-term deposits on the consolidated balance sheet as of December 31, 2021. The Company has from June 2022 to May 2023 to place orders against the reserved units. The Deposit will be applied as a credit against the purchase price of the units as the Company places orders with Intel.

Data Black River Development and Operation Agreement

On August 31, 2021, GRIID, through its wholly-owned subsidiary Data Black River, entered into a development and operation agreement (the “HDP Agreement”) with HDP, an affiliate of Eagle Creek Renewable Energy (“Eagle Creek”). Pursuant to the HDP Agreement, Data Black River is obligated to provide services for the development and operation of a bitcoin mining facility located within the premises of HDP in Brownville, New York (the “HDP Facility”). In connection with the HDP Agreement, HDP and an affiliate of HDP have entered into a power purchase agreement, pursuant to which such affiliate has agreed to supply up to 20MW of power to the HDP Facility. Under the HDP Agreement, Data Black River receives a monthly management fee for the performance of its services as well as a revenue share amount based upon a specified formulaic percentage of bitcoin mined, as defined, during each month. HDP receives a monthly fee for each MW of power supplied to the premises for bitcoin mining as well as a revenue share amount based upon a specified formulaic percentage, as defined, of the bitcoin earned each month. The HDP Agreement has an initial term of 3 years and thereafter automatically renews for successive one-year renewal periods unless either party gives notice at least 60 days prior to the end of the initial term or any renewal term. The HDP Agreement also allows either party to terminate the HDP Agreement upon notice to the other party if mining revenues drop below a certain amount over a consecutive 90-day period or if mining revenues are insufficient to cover management fees owed to Data Black

F-81

River and electricity fees owed to HDP for three consecutive months. The Company records its revenue share under the HDP Agreement on a gross basis, which includes a reduction in the transaction price for consideration payable to customer, as the Company is considered the principal in the arrangement.

Litigation

From time to time, the Company may be a party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Reserve estimates are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable.

On August 17, 2021 Red Dog received services of process for a complaint (Civil Action No. 40988) filed by Carolyn Broyles and Quality Properties, GP (the “Plaintiffs”) in the Circuit Court for Washington County at Jonesborough, Tennessee on August 13, 2021 (the “Noise Complaint”). The Noise Complaint alleges that the noise created by Red Dog’s bitcoin mining operations at its data center have caused the Plaintiff’s personal damages for inconvenience, emotional distress, and injury to the use and enjoyment of their properties, as well as diminution in value or rental value of their properties. The reliefs sought by the Plaintiffs include (i) a court order directing Red Dog to cease and desist operating its data center or alternatively to abate the noise level; (ii) temporary and permanent injunctions enjoining Red Dog from operating its data center or alternatively to abate the noise level; and (iii) damages in an amount to be provided at trial.

On September 13, 2021, Red Dog filed an Answer to Complaint for general denial of the claims made in the Noise Complaint. In November 2021, the Plaintiffs filed a First Amended Complaint to add the zoning violation claims in the Zoning Complaint (as defined below). Subsequently, the plaintiff voluntarily dismissed the zoning violation claims. The case is currently in the written discovery phase.

A hearing was held on November 24, 2021 and the Court granted both the Red Dog Motion and the BrightRidge Motion, with the County having leave to amend its complaint and add Red Dog as a necessary party. Red Dog was subsequently joined as a party to the Zoning Complaint. The Court also re-set for December 8, 2021 the County’s motion for a temporary injunction enjoining the operation of the Red Dog facility. The County subsequently cancelled the December 8, 2021 injunction hearing in favor of proceeding to trial, which was scheduled for March 14-16, 2022. The County filed a Motion to Dismiss the Red Dog Counterclaim for failure to state a claim. The Court sustained the Motion to Dismiss and the Counterclaim has been dismissed.

F-82

Indemnifications

In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in these consolidated financial statements.

18. Income Taxes

The income tax provision (benefit) is summarized as follows:


	December 31, 2021			December 31, 2020
Current
State	$	120			—

Total current tax provision		120			—
Deferred
State	$	1,290		$	(635	)

Total deferred income tax provision (benefit)		1,290			(635	)

Change in valuation allowance	$	(635	)	$	635

Total tax benefit	$	775		$	—

The tax effects of the primary temporary differences included in net deferred tax assets and liabilities consist of the following:


	December 31, 2021			December 31, 2020
Deferred Tax Assets
Net operating loss carryforwards	$	37		$	164
Cryptocurrency impairment and appreciation		—			569
Lease Liability		87			—
Accruals		—			9
Capitalized expenses		417			—
Non-cash interest expense		—			8

Deferred tax assets	$	541		$	750

Deferred Tax Liabilities
Debt discount		(914	)		—
Depreciation		(187	)		(47	)
Right-of-use asset		(85	)		—
Other		(10	)		—

Deferred tax liabilities		(1,196	)		(47	)
Less: Valuation allowance		—			(703	)

Net deferred tax assets (liabilities)	$	(655	)	$	—

F-83

As of December 31, 2021 and 2020, the Company recorded a valuation allowance of approximately $0 and $703, respectively. The valuation allowance was recorded due to the fact that the Company has incurred operating losses to date and is unable to forecast when such deferred tax assets will be utilized. There was no other activity in the valuation allowance accounting during 2021 and 2020.

Realization of deferred tax assets is dependent upon future earnings, if any, the timing, and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by $635 and increased by $635 during 2021 and 2020, respectively. As of December 31, 2021, the Company is subject to tax in various states and New York City. The Company is open to examination for the tax years ended December 31, 2019 2020, and 2021. As of the date of these consolidated financial statements, the Company is not aware of any open income tax audits by federal, state, city, or local taxing authorities.

Total U.S. state operating loss carryforwards as of December 31, 2021 and 2020 were approximately $564 and $2,530 respectively. State operating loss carryforwards begin to expire in 2034.

Due to the net operating loss carryovers, the statute of limitations remains open for state returns. As of December 31, 2021 and 2020, there were no material uncertain tax positions.

19. Related-Party Transactions

On March 10, 2020, the CEO of the Company lent GRIID 4.60272939 bitcoin ($36 converted to USD using the spot rate as of the date of the loan) in return for the Company’s promise to repay the CEO 4.60290100 bitcoin ($52 converted to USD using the spot rate as of the date of repayment) on September 10, 2020. The loan was repaid in full on August 25, 2020, with the Company recording a loss of $16 on the loan, and interest expense of $5, the latter representing 10% interest accrued in cryptocurrency over the six-month term of the loan.

On August 31, 2021, GRIID, through its wholly-owned subsidiary Data Black River, entered into the HDP Agreement with HDP, an affiliate of Eagle Creek (see Note 17). Neal Simmons, who is contemplated to serve on the Company’s board of directors immediately following the closing of its anticipated transaction with a SPAC, is the current President and Chief Executive Officer of Eagle Creek. During the year ended December 31, 2021, the Company recorded utilities expense related to the revenue share arrangement of $150. There are no amounts included in accounts payable and accrued expenses related to the HDP Agreement at December 31, 2021.

On April 17, 2021, GRIID entered into certain consulting agreements with an entity affiliated with John D’Agostino, ADEX’s Chief Financial Officer. Pursuant to the consulting agreements, GRIID agreed to pay the entity $400 and grant the entity units representing a 0.5% profit interest in GRIID. The cash payment will become due and payable on the earlier to occur of: (i) April 26, 2022 and (ii) the date on which GRIID consummates a qualifying transaction. The units will vest as to one-fourth on April 15, 2022 and 1/36^th on the 17^th day of each month thereafter, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction.

20. Subsequent Events

The Company has evaluated subsequent events from the consolidated balance sheet date through March 21, 2022, the date at which the consolidated financial statements were issued and determined that there are no items to disclose other than those included below.

On January 5, 2022, the Company entered into a lease agreement for commercial property for distribution, manufacturing, warehouse, and office space with Blakely Dance Pavlis. The initial term of the lease is for five years with an option to renew for an additional five-year period. The monthly rent on the lease, which includes taxes and insurance, is approximately $18. Under the lease agreement, the Company has the first right of refusal to purchase the property.

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On January 14, 2022, the Company entered into an agreement with a certain vendor to purchase $3,690 worth of miners. These miners were paid for in January.

On January 26, 2022, the Company entered into an agreement with a certain vendor to purchase $16,034 worth of transformers to be shipped at various dates from May through October 2022. A deposit of $2,000 was paid in February.

On February 8, 2022, the Company formed a new wholly-owned subsidiary, Rutledge Development and Deployment, LLC.

21. Event (Unaudited) Subsequent to the Date of the Independent Auditor’s Report

In March 2022, the Company entered into a Mining Services Agreement (the “Mining Services Agreement”) with Blockchain Access UK Ltd (“Customer”), the Company’s lender. During the term of the Mining Services Agreement, the Company will receive, install, operate, manage and maintain servers and power supplies provided by Customer (“Customer Mining Equipment”) to perform mining services (the “Mining Services”) at a Company facility located in Lenoir City, Tennessee (the “Premises”). All operation of the Customer Mining Equipment by the Company will be on the Customer’s behalf. Beginning March 2022 and at monthly intervals thereafter for the following six months, Customer will provide the Company with Customer Mining Equipment for installation at the Premises. The Company is to make all necessary improvements and developments to the Premises to accommodate the Customer Mining Equipment to enable it to operate in accordance with the requirements of the Mining Services Agreement, and to complete installation and commence full operation of such Customer Mining Equipment. Throughout the term of the Mining Services Agreement, the Company will be responsible for the management and maintenance of the Customer Mining Equipment. Following the end of each twenty-four-hour period during the term of the Mining Services Agreement, the Company will deposit 95% of the generated bitcoin from the Mining Services into Customer’s digital wallet and 5% of the generated bitcoin (representing the Company’s fees for performance of the Mining Services) into the Company’s digital wallet. Under the Mining Services Agreement, the Company is to invoice Customer on a monthly basis for the electricity charges associated with the Mining Services related to the Customer Mining Equipment, without premium or markup. The Company is to also invoice Customer on a monthly basis for Customer’s operating expense charges as defined in the Mining Services Agreement. The Mining Services Agreement is scheduled to expire on February 28, 2027.

F-85

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except unit amounts)

(Unaudited)


	September 30, 2022			December 31, 2021
Assets
Current assets
Cash	$	2,070		$	286
Other receivables		989			374
Cryptocurrencies		645			15,050
Operating lease right-of-use asset, current		—			60
Finance lease right-of-use asset, current		1			20
Prepaid expenses and other current assets		121			208

Total current assets		3,826			15,998

Restricted cash		323			323
Property and equipment, net		39,573			21,102
Operating lease right-of-use asset		2,508			1,289
Finance lease right-of-use asset		144			241
Long-term deposits		5,953			10,519

Total assets	$	52,327		$	49,472

Liabilities and Members’ deficit
Current liabilities
Accounts payable	$	8,479		$	1,115
Operating lease liability, current		181			—
Finance lease liability, current		372			—
Notes payable, net		41,825			—
Accrued expenses and other current liabilities		4,196			2,162

Total current liabilities		55,053			3,277
Notes payable, net		—			30,043
Lender fee payable		8,000			8,000
Payable to lessor – construction in progress		480			411
Warrant liability		47,456			29,820
Unearned grant revenue		195			195
Deferred tax liability		125			655
Operating lease liability		2,352			1,209
Finance lease liability		99			433

Total liabilities		113,760			74,043

Commitments and contingencies (See Note 14)
Members’ deficit
Class A Units, (1,740,000 units authorized, issued and outstanding)		2,168			2,168
Class B Units, (8,360,000 units authorized; 8,160,000 units issued and outstanding)		200			200
Class C Units, (2,500,000 units authorized; 2,418,000 units issued, and 1,498,465 and 893,633 outstanding at September 30, 2022 and December 31, 2021, respectively)		—			—
Accumulated members’ deficit		(63,801	)		(26,939	)

Total members’ deficit		(61,433	)		(24,571	)

Total liabilities and members’ deficit	$	52,327		$	49,472

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue
Cryptocurrency mining revenue, net of mining pool operator fees	$	2,309		$	7,354		$	11,896		$	21,182
Mining services agreement revenue		3,206			—			5,277			—
Revenue share consideration on operation agreement		160			—			780			—

Total revenue, net		5,675			7,354			17,953			21,182
Operating expenses
Cost of revenues (excluding depreciation and amortization)		4,421			1,112			8,844			3,703
Depreciation and amortization		1,863			755			5,323			2,251
Compensation and related taxes		2,540			1,040			8,230			2,059
Professional and consulting fees		473			762			3,033			1,729
General and administrative		812			761			4,119			1,413
Sales and marketing		—			5			89			10
Impairment of cryptocurrencies		118			1,267			4,722			5,681
Impairment of mining equipment		—			410			—			410
Realized gain on sale of cryptocurrencies		(143	)		(4,899	)		(2,506	)		(9,692	)

Total operating expenses		10,084			1,213			31,854			7,564
Gain (loss) on disposal of property and equipment		90			(88	)		153			948

(Loss) income from operations		(4,319	)		6,053			(13,748	)		14,566
Other income (expense)
Change in fair value of embedded derivative		—			(4,045	)		—			(7,109	)
Change in fair value of warrant liability		(1,539	)		—			(513	)		—
Loss on contingency		—			—			(438	)		—
Other income, net of other expense		—			10			200			204
Interest expense		(17,952	)		(890	)		(22,756	)		(2,564	)

Total other (expense) income		(19,491	)		(4,925	)		(23,507	)		(9,469	)

(Loss) income before income taxes		(23,810	)		1,128			(37,255	)		5,097
Income tax benefit		(151	)		—			(294	)		—

Net (loss) income	$	(23,659	)	$	1,128		$	(36,961	)	$	5,097

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-87

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS’ DEFICIT

(amounts in thousands, except per unit amounts)

(Unaudited)


	Three Months Ended September 30, 2022
	Class A Units				Class B Units				Class C Units
	Units		Amount		Units		Amount		Units		Amount
Balance, July 1, 2022		1,740,000	$	2,168		8,160,000	$	200		1,320,180	$	—
Vesting of incentive units		—		—		—		—		178,285		—

Balance, September 30, 2022		1,740,000	$	2,168		8,160,000	$	200		1,498,465	$	—


	Three Months Ended September 30, 2021
	Class A Units				Class B Units				Class C Units
	Units		Amount		Units		Amount		Units		Amount
Balance, July 1, 2021		1,740,000	$	2,168		8,160,000	$	200		605,564	$	—
Vesting of incentive units		—		—		—		—		144,034		—

Balance, September 30, 2021		1,740,000	$	2,168		8,160,000	$	200		749,598	$	—


	Nine Months Ended September 30, 2022
	Class A Units				Class B Units				Class C Units
	Units		Amount		Units		Amount		Units		Amount
Balance, January 1, 2022		1,740,000	$	2,168		8,160,000	$	200		893,633	$	—
Vesting of incentive units		—		—		—		—		604,832		—

Balance, September 30, 2022		1,740,000	$	2,168		8,160,000	$	200		1,498,465	$	—


	Nine Months Ended September 30, 2021
	Class A Units				Class B Units				Class C Units
	Units		Amount		Units		Amount		Units		Amount
Balance, January 1, 2021		1,740,000	$	2,168		8,160,000	$	200		—	$	—
Vesting of incentive units		—		—		—		—		749,598		—

Balance, September 30, 2021		1,740,000	$	2,168		8,160,000	$	200		749,598	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-88

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS’ DEFICIT

(amounts in thousands, except per unit amounts)

(Unaudited)


	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
	Accumulated Members’ Deficit			Total Members’ Deficit			Accumulated Members’ Deficit			Total Members’ Deficit
Balance, July 1	$	(40,175	)	$	(37,807	)	$	(11,401	)	$	(9,033	)
Unit-based compensation		33			33			33			33
Net income (loss)		(23,659	)		(23,659	)		1,128			1,128

Balance, September 30	$	(63,801	)	$	(61,433	)	$	(10,240	)	$	(7,872	)


	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
	Accumulated Members’ Deficit			Total Members’ Deficit			Accumulated Members’ Deficit			Total Members’ Deficit
Balance, Jan 1	$	(26,939	)	$	(24,571	)	$	(15,495	)	$	(13,127	)
Unit-based compensation		99			99			158			158
Net income (loss)		(36,961	)		(36,961	)		5,097			5,097

Balance, September 30	$	(63,801	)	$	(61,433	)	$	(10,240	)	$	(7,872	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-89

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(Unaudited)


	Nine Months Ended September,
	2022			2021
Cash flows from operating activities:
Net (loss) income	$	(36,961	)	$	5,097
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,323			2,251
Gain on disposal of property and equipment		(153	)		(948	)
Realized gain on sale of cryptocurrencies		(2,506	)		(9,692	)
Change in fair value of embedded derivative		—			7,109
Paycheck protection program loan forgiveness		—			(193	)
Change in fair value of warrant liability		513			—
Impairment of cryptocurrencies		4,722			5,681
Impairment of mining equipment		—			410
Non-cash interest expense		19,222			1,314
Unit-based compensation		99			158
Operating right-of-use asset		48			—
Cryptocurrency mined, net		(12,319	)		(21,159	)
Changes in operating assets and liabilities:
Other receivables		(614	)		(346	)
Proceeds from sale of cryptocurrencies		24,508			12,111
Prepaid expenses and other current assets		1,522			(71	)
Long term deposits		5,233			(5	)
Accounts payable		8,776			592
Accrued expenses and other current liabilities		2,029			770
Deferred tax liability		(530	)		—
Operating lease liability		116			—
Finance lease liability		(17	)		(23	)

Net cash provided by operating activities		19,011			3,056

Cash flows from investing activities:
Deposits on purchases of property and equipment		(7,374	)		(10,375	)
Purchases of property and equipment		(19,970	)		(2,964	)
Proceeds from disposal of property and equipment		336			1,062

Net cash used in investing activities		(27,008	)		(12,277	)
Cash flows from financing activities:
Payments on construction loan		—			(105	)
Proceeds from issuance of US dollar notes payable		9,781			10,000

Net cash provided by financing activities		9,781			9,895

Net increase (decrease) in cash		1,784			674
Cash at beginning of period		286			31

Cash at end of period	$	2,070		$	705

Reconciliation of cash and restricted cash to the Consolidated Balance Sheet
Cash	$	2,070		$	705
Restricted Cash		323			—

Total cash and restricted cash	$	2,393		$	705

Supplemental cash flow disclosures:
Cash paid for interest		3,159			372
Fair value of payments made in cryptocurrency for revenue share consideration		475			—
Right-of-use asset and lease liability associated with finance lease		47			338
Right-of-use asset and lease liability associated with operating lease		1,375			—
Interest paid in cryptocurrency		—			1,164
Fair value of warrant liability issued in connection with notes payable		17,123			—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-90

GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except unit and per unit amounts or as otherwise indicated)

(Unaudited)

1. Description of Business

At the closing of the Merger (the “Closing”), the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in GRIID Holdco and each limited liability company membership unit of GRIID Holdco that is issued and outstanding immediately prior to the effective time of the Merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 58,500,000 shares of ADEX common stock, par value $0.0001 per share (“Common Stock”).

2. Liquidity and Financial Condition

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has incurred net losses and negative cash flows from operations. For the nine months ended September 30, 2022 and 2021, the Company incurred net losses of $36,961 and net income of $5,097, respectively. During the nine months ended September 30, 2022 and 2021, the Company had negative cash flow from operations of $12,946 and $9,055, respectively. At September 30, 2022, the Company had an accumulated deficit of $63,801.

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At September 30, 2022, the Company had cash of $2,070 which is available to fund future operations. The ongoing viability of the Company is largely dependent on the future financial and operating performance of the Company. To date, the Company has, in large part, relied on debt financings to fund its operations. Management expects to continue to incur significant expenses for the foreseeable future while the Company makes investments to support its anticipated growth. The Company’s ability to continue as a going concern is dependent upon bitcoin prices remaining at or above certain levels. Based upon current and historical volatility, the Company is unable to be certain that it can profitably mine bitcoin to support operations. As such, there exists substantial doubt about the Company’s ability to remain a going concern within one year after the date these unaudited consolidated financial statements are issued.

3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP.

Principles of Consolidation

The Company’s unaudited consolidated financial statements include the accounts of the Company and its eight wholly-owned subsidiaries: Union Data LLC (“Union Data”), Red Dog Technologies LLC (“Red Dog”), GIB Compute LLC (“GIB”), Data Black River LLC (“Data Black River”), Ava Data LLC (“Ava Data”), Jackson Data LLC (“Jackson Data”), Badin Data LLC (“Badin Data”), Tullahoma Data LLC (“Tullahoma Data”), LaFolette Data LLC (“LaFolette Data”) and Rutledge Development and Deployment LLC (“Rutledge Development and Deployment”).

All intercompany balances and transactions have been eliminated in consolidation. Amounts within the notes to the unaudited consolidated financial statements are presented in thousands of U.S. dollars, except for unit and per unit amounts or as otherwise indicated.

Unaudited Interim Financial Information

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of its financial position and its results of operations, changes in members’ deficit and cash flows. The accompanying consolidated balance sheet as of September 30, 2022 is unaudited. The accompanying consolidated balance sheet as of December 31, 2021 was derived from audited annual financial statements but these unaudited notes do not contain all of the disclosures from the previously audited annual financial statements. The accompanying unaudited consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and related notes thereto as of and for the year ended December 30, 2021.

During the nine months ended September 30, 2022, there were no significant changes to the Company’s significant accounting policies described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021.

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items

F-92

subject to such judgements, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates.

Revenue Recognition

The Company earns revenue under different payment models based upon the nature of the performance obligation the Company provides to the mining pool. The two models employed by the Company in recognizing revenue from bitcoin mining are referred to as Full Pay Per Share (“FPPS”) and Pay Per Last N Shares (“PPLNS”) as described in the Company’s audited financials as of and for the year ended December 31, 2021. The Company notes that substantially all mining revenue recognized during the nine months ended September 30, 2022 and 2021 was sourced from mining pools operating under the FPPS model.

The Company earns 5% of the generated cryptocurrency revenue that is earned under the Mining Services Agreement (see Note 14). The Company records revenue and expense from the arrangement on a gross basis, as the Company represents the principal in relation to the contract. The Company invoices the Customer on a monthly basis for the electricity charges associated with the Mining Services related to the Customer Mining Equipment as well as the operating expense charges.

The Company earns monthly curtailment revenue under its development and operation agreement with Helix Digital Partners, LLC (“HDP”) (see Note 15) during months in which HDP curtails the supply of electricity to mines and sells the electricity to the market. The curtailment revenue represents compensation for forgone mining revenue. A management fee is also recognized in connection with this agreement. The Company also generates cryptocurrency with a percentage to be paid out the next month under the agreement with HDP. The Company records the revenue and expenses related to this agreement on a gross method. The management fee, curtailment revenue and the amount that is accrued and paid out the next month is recognized as revenue share consideration.

Restricted Cash

As of September 30, 2022, the Company has $323 of restricted cash related to a utility surety letter of credit for Red Dog.

Reclassifications

Certain reclassifications have been made within the December 31, 2021, consolidated balance sheet to conform to the September 30, 2022, consolidated balance sheet information presentation, namely reclassification of long-term restricted cash.

Recently Issued Accounting Pronouncements

Recently Adopted

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP and simplifies the diluted earnings per share (“EPS”) calculation in certain areas. Under this ASU there is no separate accounting for embedded conversion features. It has removed certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 for public companies. The Company notes that it adopted this standard as of January 1, 2022 and the standard did not have a material impact on the Company’s unaudited consolidated financial statements.

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Issued and Not Yet Adopted

4. Asset Acquisitions

On March 10, 2021, GIB entered into a Purchase and Sale Agreement with Bonner Property Development, LLC, whereby the Company purchased certain mining and power-related equipment in exchange for a cash purchase price of $123.

5. Cryptocurrencies

The following table presents additional information about cryptocurrencies as follows:


	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Beginning balance	$	289		$	11,470		$	15,050		$	3,376
Revenue recognized from cryptocurrencies		2,543			7,359			12,770			21,191
Management fee revenue from operation agreement		75			—			225			—
Mining pool operating fees		(4	)		(5	)		(17	)		(9	)
Net consideration paid related to development and operation agreement		—			—			(659	)		—
Proceeds from sale of cryptocurrencies		(2,283	)		(6,759	)		(24,508	)		(12,111	)
Realized gain (loss) on change in consideration payable		4			—			(83	)		—
Interest payments on notes payable		—			(426	)		—			(1,164	)
Purchases of miner equipment with cryptocurrencies		—			217			—			217
Other expenses recognized		—			—			—			(23	)
Realized gain on sale of cryptocurrencies		139			4,899			2,589			9,692
Impairment of cryptocurrencies		(118	)		(1,267	)		(4,722	)		(5,681	)

Ending balance at September 30, 2022	$	645		$	15,488		$	645		$	15,488

F-94

6. Property and Equipment

Property and equipment, net consist of the following:


	September 30, 2022			December 31, 2021
Land	$	659		$	422
Assets not placed into service		319			—
Energy infrastructure		8,838			6,079
General infrastructure		9,067			4,584
IT infrastructure		1,486			965
Miners		16,551			12,962
Vehicle		140			64
Office furniture and equipment		215			89
Miner chip inventory		11,498			—

Gross property and equipment		48,773			25,165
Less: accumulated depreciation		(9,200	)		(4,063	)

Total property and equipment, net	$	39,573		$	21,102

Depreciation expense related to property and equipment was $1,815 and $710 for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense related to property and equipment was $5,179 and $2,145 for the nine months ended September 30, 2022 and 2021, respectively.

The Company has entered into a supply agreement (see Note 14) where it has committed to purchasing a certain number of units of mining-related equipment. The miner chip inventory is a part of this purchase commitment, which commenced in June 2022.

For the three months ended September 30, 2021, the Company sold certain property and equipment for total proceeds of $0 resulting in a loss of $88. For the three months ended September 30, 2022, the Company sold certain property and equipment for total proceeds of $138 resulting in a gain of $90. For the nine months ended September 30, 2021, the Company sold certain property and equipment for total proceeds of $1,062 resulting in a gain of $948. For the nine months ended September 30, 2022, the Company sold certain property and equipment for proceeds of $336 resulting in a gain of $153.

7. Leases

On January 5, 2022, the Company entered into a lease agreement for commercial property to be used for distribution, mining operations, and warehouse and office space in Rutledge, Tennessee. The lease commenced on January 1, 2022 for 10,000 square feet of the building and on February 1, 2022 for the remaining 37,906 square feet of the building. The monthly rent on the lease is $16. The initial term of the lease is for five years. The lease includes an option to renew for an additional five-year period that the Company is reasonably certain to exercise. The monthly base rent during the renewal term is $18. Monthly rent for the initial and optional renewal term does not include CAM, insurance or taxes as the payments are variable. The Company has accounted for the lease as an operating lease resulting in a lease liability and ROU asset of $1,315 recorded as of the lease commencement date. A rate commensurate with assets of a similar term of 9.0%, as estimated by management, was used to discount the future payments on the lease to their present value.

On March 4, 2022, the Company entered into a thirty-nine-month lease agreement for a truck. The lease commenced on March 4, 2022. The monthly lease payments on the truck are $1. Because the lease contains an option to purchase the truck at the end of the lease that the Company is reasonably certain to exercise, the Company has accounted for the lease as a finance lease, resulting in a lease liability and ROU asset of $47 recorded as of the lease commencement date. A rate commensurate with assets of a similar term of 4.7%, as estimated by management, was used to discount the future payments on the lease to their present value.

F-95

On March 15, 2022, the Company entered into a two-year lease agreement for office space in Austin, Texas. The lease commenced on March 15, 2022. The monthly rent on the lease is $3 excluding CAM, insurance and taxes as those monthly payments are variable. The lease contains no renewal or purchase options. The Company has accounted for the lease as an operating lease resulting in a lease liability and ROU asset of $60. A rate commensurate with assets of a similar term of 4.5%, as estimated by management, was used to discount the future payments on the lease to their present value.

On April 25, 2022, the Company entered into a one-year lease extension for the Data Black River LLC location. The lease can be extended until June 30, 2023. The monthly rent is $1 and excludes CAM charges, which are invoiced separately on a monthly basis. The Company has accounted for the lease as an operating lease, with the rent being expensed monthly.

Finance and operating lease assets and lease liabilities are as follows:


Lease Classification	Classification		September 30, 2022		December 30, 2021
Assets
Current
Operating		Current assets	$	—	$	60
Finance		Current assets		1		20
Long-term
Operating		Long-term assets		2,508		1,289
Finance		Long-term assets		144		241

Total right-of-use assets			$	2,653	$	1,610

Liabilities
Current
Operating		Short-term lease liability	$	181	$	—
Finance		Short-term lease liability		372		—
Noncurrent
Operating		Long-term lease liability		2,352		1,209
Finance		Long-term lease liability		99		433

Total lease liabilities			$	3,004	$	1,642

The components of lease expense were as follows:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Operating lease expense	$	104	$	—	$	308	$	—
Finance lease expense
Amortization on ROU assets		49		45		143		106
Interest on lease liabilities		15		14		44		32
Short-term lease expense		21		14		70		34

Total lease expense	$	189	$	73	$	565	$	172

F-96

Other information related to leases was as follows:


	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
Weighted average remaining lease term (in years)
Operating leases		9.1			—
Finance leases		1.0			1.9
Weighted average discount rate:
Operating leases		8.0	%		—
Finance lease		12.7	%		13.7	%


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	56	$	—	$	143	$	—
Operating cash flows from finance leases	$	11	$	9	$	34	$	26
ROU assets obtained in exchange for lease obligations
Operating leases	$	—	$	—	$	1,375	$	—
Finance lease	$	—	$	—	$	47	$	338

Future minimum lease payments under non-cancellable leases as of September 30, 2022 were as follows:


Year	Operating Leases			Finance Leases
Remainder of 2022	$	79		$	10
2023		398			390
2024		371			10
2025		366			32
2026		367			65
2027		412			—
Thereafter		1,632			—

Total future minimum lease payments		3,625			507
Less: imputed interest		(1,092	)		(37	)

Total		2,533			470
Plus: lease asset, current		—			1
Less: lease liability, current		(181	)		(372	)

Total long-term lease liability	$	2,352		$	99

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8. Long-Term Deposits


	September 30, 2022		December 31, 2021
Supply Agreement deposit	$	—	$	10,000
Deposits on property and equipment		5,918		—
Other long-term deposits		35		519

Total long-term deposits	$	5,953	$	10,519

See Note 14 for further information regarding the Supply Agreement.

9. Accrued Expenses and Other Current Liabilities


	September 30, 2022		December 31, 2021
Accrued legal	$	1,250	$	1,250
Accrued interest		1,869		—
Accrued professional fees		—		367
Accrued contingency		438		—
Other accrued expenses and other current liabilities		639		545

Total accrued expenses and other current liabilities	$	4,196	$	2,162

10. Debt and Warrants

Cryptocurrency and U.S. Dollar Notes Payable

The Cryptocurrency Note Payable was for an aggregate principal amount not to exceed $3,250 plus any paid in kind (“PIK”) amounts provided, that prior to the borrowing of Cryptocurrency Note Payable in excess of an aggregate value of $1,750, certain milestones were to be satisfied. Interest was payable in Cryptocurrency (bitcoin) at a fixed rate of 11% per annum. The Company received the proceeds of the First Tranche Cryptocurrency Note Payable in U.S. Dollars, but was obligated to repay the loan in bitcoin, specifically 243.6 bitcoin, based on the spot rate when the cash was received.

The Second Tranche Cryptocurrency Note Payable was for an aggregate principal amount not to exceed $2,400 plus any PIK amounts. Interest was payable at variable rates between 7% and 13% per annum, determined based upon the Company’s liquidity ratio, as defined in the agreement. The Company received the proceeds of the Second Tranche Cryptocurrency Note Payable in U.S. Dollars, but was obligated to repay the loan in bitcoin, specifically 238.3 bitcoin, based on the spot rate when the cash was received.

F-98

The Company’s obligations under the Notes Payable Agreement were secured by substantially all of the Company’s assets.

The Notes Payable Agreement contained a number of affirmative, negative, reporting, and financial covenants, in each case subject to certain exceptions and materiality thresholds. The minimum interest coverage ratio, commencing with the fiscal quarter ending June 30, 2020 and so long as any note payable balance remains unpaid or outstanding, was to be at least 2.50:1.00. The Company was to also maintain liquidity of more than the lesser of $1,500 or 10% of the aggregate note payable balance.

In connection with the Amended and Restated Notes Payable Agreement, on July 2020, the Company granted the lender a warrant to purchase 10 fully paid and nonassessable Class B Units of the Company at a price per unit of $1.00. The warrant vested immediately and expires on July 30, 2028. The warrant may be net share settled. The warrant is equity classified and recorded at a fair value of $15 in members equity.

In September 2021, the Company entered into the Second Amended and Restated Loan Agreement (the “2^nd A&R Loan Agreement”) for an aggregate amount up to $126,746, consisting of a First Tranche Loan of $43,746 and a Second Tranche Loan of $83,000 (collectively the “Loans”), each with a maturity date of September 23, 2025. As part of the First Tranche Loan, the existing Notes Payable, which had an outstanding balance of $33,746, inclusive of accrued interest and the Cryptocurrency Note Payable embedded derivative, were amended and restructured so that the outstanding principal and accrued and unpaid interest in respect to the Cryptocurrency Note Payable were deemed instead to be U.S. dollar denominated. In addition, the First Tranche Loan was amended to provide for an additional $10,000 in funding in order to enable the Company to pay an initial deposit of $10,000 pursuant to a supply agreement with a vendor (the “Supply Agreement”) (see Note 14 for further details regarding the supply agreement).

The Second Tranche Loans were to be advanced net of an $8,000 origination fee and the related proceeds will be used to purchase Digital Currency Miners and to pay related costs. Interest on the Loans was payable at a fixed rate of 9% per annum and following the date of the first order of Digital Currency Miners under the Supply Agreement (the “Cash Interest Payment Commencement Date”) at a rate between 9% and 11% per annum, determined based upon the Company’s leverage ratio, as defined in the Second Amended and Restated Loan Agreement. The Company had the option to treat loan fees associated with the Second Tranche Loan payable on or prior to the Cash Interest Payment Commencement Date as in-kind. The Loans could be prepaid at any time, subject to an early termination fee of 15% of the interest that would have been accrued in respect of such prepaid loan amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Loans could not be reborrowed. The 2^nd A&R Loan Agreement contained a number of affirmative, negative, reporting, and financial covenants, in each case subject to certain exceptions and materiality thresholds. The Company’s obligations under the 2^nd A&R Loan Agreement were secured by substantially all of the Company’s assets.

The Company accounted for the 2^nd A&R Loan Agreement as a debt modification under GAAP. As such, the Company continued to amortize the remaining unamortized debt discount as of the debt modification date over

F-99

the term of the Amended and Restated Notes Payable, as the results were deemed not materially different from amortizing the unamortized debt discount over the term of the Modified Loan. The Company did not incur any additional creditor fees to be capitalized and amortized over the term of the Modified Loan based upon the effective interest rate, nor new fees paid to third parties to be expensed.

On November 19, 2021 (the “Third Amendment Closing Date”), the Company entered into the Third Amended and Restated Credit Agreement (the “3^rd A&R Loan Agreement”) for an aggregate amount up to $535,375, consisting of (i) First Tranche Loans outstanding under the 2^nd A&R Loan Agreement in an aggregate principal amount equal to $44,375 and an additional First Tranche Loan on or about the Closing Date of $2,000; (ii) a Second Tranche Loan of $89,000; (iii) a Third Tranche Loan of $200,000 and; (iv) a Fourth Tranche Loan of $200,000 (collectively the “Third Amendment Loans”), each with a maturity date of September 23, 2025. The proceeds of the initial Second Tranche Draw will be used to purchase components of Digital Currency Miners and related assets and fund operations under an agreement with the lender (the “Hosting Agreement”). Under the Hosting Agreement, in exchange for the Company building and managing bitcoin mining sites (the “hosted bitcoin mining sites”) and also mining bitcoin from the hosted bitcoin mining sites, the lender will receive the bitcoin mined, less a hosting fee paid back to the Company. The proceeds of the subsequent Second Tranche Loan will be net of an $8,000 origination fee and the proceeds will be used to pay related costs including ODM packaging expenses. The proceeds of the Third and Fourth Tranche Loans will be used to purchase digital currency miners and related assets and with respect to no more than 25% of the aggregate initial principal borrowings under the tranches, to fund the Company’s working capital needs and other general corporate expenses. Interest on the additional First Tranche Loan and Second Tranche Loan is payable at a fixed rate equal to 7% per annum and will be payable “in-kind” until the Cash Interest Payment Commencement Date, as defined in the 3^rd A&R Loan Agreement. At that time, the “paid-in-kind” amounts will be deemed principal of the related Tranche. Interest on the Fourth Tranche Loan is payable at a fixed rate of 15% per annum. Interest on all other Loans will be payable at either 9% or 11%, determined based upon the Company’s leverage ratio, as defined in the 3^rd A&R Loan Agreement.

The loans under the 3^rd A&R Loan Agreement may be prepaid at any time, subject to an early termination fee of (a) with respect to the First Tranche Loans, Second Tranche Loans and Third Tranche Loans, 15% of the interest payable that would have been accrued in respect of the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date and (b) with respect to the Fourth Tranche Loans, either (i) to the extent the payment is made on or prior to the first anniversary of the date of borrowing or (ii) to the extent the payment is made after the first anniversary of the date of borrowing and on or prior to the second anniversary of the date of borrowing, 30% of the interest that would have been accrued with respect to the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date or (iii) otherwise 15% of the interest payable that would have been accrued with respect to the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Third Amendment Loan may not be reborrowed. The 3^rd A&R Loan Agreement contains affirmative, negative, reporting, and financial covenants, which are subject to certain exceptions and materiality thresholds. The Company’s obligations under the 3^rd A&R Loan Agreement are secured by substantially all the Company’s assets.

In connection with the 3^rd A&R Loan Agreement, the Company will issue to the lender, the right to receive warrants (the “Supplemental Warrants”), exercisable for shares of Common Stock, subject to certain conditions set forth in the Third Amendment. The total number of Supplemental Warrants to be issued shall be based upon the total borrowings under the Second, Third, and Fourth Tranches of the Third Amendment Loans, such that the number of Supplemental Warrants to be issued to the lender when added to the number of shares of Common Stock to be received by the lender at the closing of the Merger in exchange for its existing warrants will range from 1.85% to 3% of the fully diluted equity of ADEX immediately following the closing of the Merger (after taking into account all stockholder redemptions), or 2.25% if the Company fails to draw down any of these tranches. The Company will execute and deliver the Supplemental Warrants upon the earliest of (i) the consummation of a SPAC transaction, (ii) September 30, 2022 (provided that if consummation of a SPAC

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transaction shall be pending as of September 30, 2022 subject only to approval of governmental authorities, such date shall be automatically extended until the date such approval is rendered or denied), and (iii) the repayment or acceleration of the Loans. The Company notes that as the consummation of a SPAC transaction remained pending as of September 30, 2022 subject only to approval of governmental authorities, the date has been extended until the date such approval is rendered or denied. The Supplemental Warrants will have a strike price if a SPAC transaction will have occurred equal to $10.00, or otherwise, consistent with the Company’s most recent 409A valuation at the time of execution and delivery of the Supplemental Warrant agreement. Up to 75% of the Supplemental Warrants shall be freely transferrable other than to Disqualified Institutions, as defined in the Third Amendment, and any remainder will be freely transferrable to lenders and their affiliates. The Supplemental Warrants will be on commercially reasonable terms satisfactory to the lender. As of the date of the 3^rd A&R Loan Agreement, the Company has an obligation to issue the Supplemental Warrants in the future. Since the amount of Supplemental Warrants to be issued varies depending upon the amount of the related debt that is drawn down, the Company has accounted for and classified the Supplemental Warrants as liabilities.

Under the 3^rd A&R Loan Agreement, there is a fee equal to $8,000 (“Origination Fee”) that was earned upon the Third Amendment Closing Date and due upon the earliest of the (i) funding of the subsequent Second Tranche, (ii) the initial funding of the Third Tranche, (iii) the initial funding of the Fourth Tranche, and (iv) the Termination Date. The Origination Fee may be paid in cash or, as applicable, at the Company’s election, net funded from the proceeds of the Second Tranche draw and/or Third Tranche draw.

The Company accounted for the 3^rd A&R Loan Agreement as a debt extinguishment under ASC 470-50, resulting in a loss on extinguishment of debt of $19,824, which included discounts associated with the previous debt and associated warrants of $8, the fair value of the Supplemental Warrants calculated utilizing the Black Scholes valuation method of $29,234, and the Origination Fee of $8,000 less a debt discount of $17,418 on the 3^rd A&R Loan Agreement debt to record it at fair value. The Company is accreting the debt discount on the 3^rd A&R Loan Agreement debt to non-cash interest expense using the effective interest rate method, over the term of the related debt. As of September 30, 2022, the unamortized debt discount amounted to $13,540.

Since the Origination Fee essentially represents an incremental lender fee and is earned upon the Third Amendment Closing Date, it has been included in the total loss on extinguishment of debt. As the Origination Fee is not yet payable, a corresponding lender fee payable was recorded on the consolidated balance sheet and remains on the unaudited consolidated balance sheet as of September 30, 2022. The Company did not incur any additional creditor fees nor fees paid to third parties related to the 3^rd A&R Loan Agreement.

On May 2, 2022, the Company drew down an additional $6,000 under the 3^rd A&R Loan Agreement. The proceeds of this draw were to purchase components of Digital Currency Miners and related assets and fund operations under an agreement with the lender (the “Hosting Agreement”). Interest on this debt is due monthly at 7%, payable monthly, and the amount is due upon maturity of the debt.

On June 8, 2022, the Company drew down $1,531 under the note for the payment for miner chip agreement (see Note 14). This amount was paid directly to the supplier upon execution of the purchase orders and the Company recorded this amount as additional debt per the agreement. Interest on this debt is due monthly at 11%, payable monthly, and the amount is due upon maturity of the debt.

The Company is required to ensure at all times the Mined Currency on deposit in a Mined Currency Account, each as defined in the 3^rd A&R Loan Agreement, with the lender is greater than or equal to a value equal to 50% of all Mined Currency, excluding amounts used for operating expenses of the Company in the ordinary course of business or other purposes consented to in writing. As of September 30, 2022 and December 31, 2021, the Company had 1.462 BTC and 238.818 BTC, respectively, deposited within its Mined Currency Account with the lender and are included in cryptocurrencies on the accompanying consolidated balance sheets.

On June 9 and 11, 2022, the Company received letters from Blockchain Access UK Ltd. (“Blockchain”) asserting that the Company was in default of its obligations under the 3^rd A&R Loan Agreement and purporting to cancel

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Blockchain’s commitments under the 3^rd A&R Loan Agreement and accelerate the Company’s indebtedness thereunder. As of September 30, 2022, Blockchain Access had asserted that the Company was in default with the applicable financial covenants. Due to the alleged default of the covenants, the Company has recorded the total balance of debt in the amount of $41,693 as short-term debt.

On October 9, 2022, the Company, certain Company subsidiaries, and GRIID Holdco (collectively, the “Borrowers”) entered into a Fourth Amended and Restated Credit Agreement dated October 9, 2022 (the “4^th A&R Loan Agreement”) with Blockchain, as agent and lender. The 4^th A&R Loan Agreement amended and restated the 3^rd A&R Loan Agreement in its entirety. In connection with the 4^th A&R Loan Agreement, the parties entered into an amended and restated hosting agreement.

The Company intends to account for the 4^th A&R Loan Agreement as a debt extinguishment under ASC 470-50. The Company estimates that the financial effect of this transaction will result in a loss on extinguishment of debt of $40.6 million and recognition of a warrant liability that will subsequently be marked to market. The 4^th A&R Loan Agreement provides for a restructured senior secured term loan (the “Loan”) in the amount of $57,433, which represents the outstanding obligations under the 3^rd A&R Loan Agreement after giving effect to the 4^th A&R Loan Agreement. Blockchain does not have any commitment to extend additional credit to the Company under the 4^th A&R Loan Agreement. The maturity date of the Loan is September 23, 2025. In connection with the 4th A&R Loan Agreement, GRIID Holdco issued to Blockchain Capital Solutions (US), Inc., an affiliate of Blockchain, a warrant (the “Supplemental Warrant”), exercisable for Class B Units of GRIID Holdco (or, following the merger, “New GRIID” common stock) representing 10% of the issued and outstanding units of GRIID Holdco (or, following the merger, 10% of the issued and outstanding common stock of New GRIID). The Supplemental Warrant replaces all prior warrants issued or agreed to be issued, by the Company or its affiliates to Blockchain or its affiliates.

In connection with the entry into the 4^th A&R Loan Agreement with Blockchain (as described in Note 16 – Subsequent Events), Blockchain has waived any potential defaults under the 3^rd A&R Loan Agreement.

In September 2022, the Company completed private placements (the “bridge financings”) with certain accredited investors pursuant to which the Company issued promissory notes in the aggregate principal face amount of $2,250 (the “promissory notes”) with an interest rate of 15.0% per annum. Subject to mandatory or optional repayment of the promissory notes, the outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon, is due on September 2, 2023 (the “maturity date”). In the event that New GRIID issues shares of its common stock to GEM Yield Bahamas Limited (“GYBL”) pursuant to that certain share purchase agreement (the “Share Purchase Agreement”), dated as of September 9, 2022, among GYBL, GEM Global Yield LLC SCS (the “Purchaser”), ADEX and the Company prior to the maturity date, the proceeds from such issuance must be used prepay the then outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon.

The promissory notes contain certain events of default, including, without limitation, non-payment, breaches of certain covenants of the Company, bankruptcy and insolvency of the Company, or if the Company commences dissolution proceedings or otherwise ceases operations of its business. If an event of default occurs, the promissory notes may become due and payable.

In connection with the bridge financings, the Company entered into warrant purchase agreements with each of the accredited investors. Pursuant to the terms of the warrant purchase agreements, (i) if the effective time occurs on or prior to the maturity date, New GRIID will issue to such accredited investors warrants to purchase an aggregate of 0.5625% of the issued and outstanding shares of common stock of New GRIID, on a fully diluted basis after giving effect to the merger, at an exercise price of $0.01 per share, or (ii) if the effective time does not occur on or prior to the maturity date or if the merger agreement is terminated, following the Company obtaining a 409A valuation, the Company will issue to such accredited investors warrants to purchase an aggregate of 2.25% of the issued and outstanding units of the Company on a fully diluted basis, at an exercise price of $0.01

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per unit. The holders of the warrants may exercise the warrants through a cashless exercise, in whole or in part. The exercise price of the warrants will be adjusted and the number of shares of common stock or units, as the case may be, to be issued upon exercise of the warrants will be adjusted upon the occurrence of, among other things, stock or units splits or the merger or sale of the Company, or reclassification of New GRIID’s or GRIID’s, as the case may be, capital. The warrants will expire on the five-year anniversary of date of issuance. On August 31, 2022, the Company received a $250 loan from a related party as part of the bridge financings. The amount is recorded as a note payable to shareholders.

For the nine months ended September 30, 2022 and 2021, the Company recognized total interest expense related to the Notes Payable and First Tranche Loans of $7,707 and $2,531, respectively, which included amortization of the debt discount of $3,586 and $27, respectively.

Aggregate annual future maturities of the Loans as of September 30, 2022 are as follows:


Year	Total
Remainder of 2022	$	—
2023		56,156
2024		—
2025		—

Total	$	56,156
Less: Unamortized debt discount		(15,658	)
Plus: Capitalized interest		1,327

Total U.S. dollar notes payable, net	$	41,825

11. Fair Value Hierarchy

Recurring fair value measurements

As of September 30, 2022, the fair value of the warrant liability measured on a recurring basis was as follows:


	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	47,456	$	47,456

As of December 31, 2021, the fair value of the warrant liability measured on a recurring basis was as follows:


	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	29,820	$	29,820

Fair value of the warrant liability was determined on a recurring basis using an independent valuation firm.

The fair value of the warrant liability (see Note 10) at the date of issuance was determined via the Black Scholes option pricing model, which assumes the volatility rate, risk-free rate, expected dividend yield, and expected term.

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The assumptions used to measure the fair value of the warrant liability as of the date of issuance and as of September 30, 2022 and December 31, 2021 were as follows:


	September 2 -30, 2022	December 31, 2021
Volatility Rate	40.0%	45.0%
Risk-free rate	3.27% - 4.01%	1.28%
Expected dividend yield	0.00%	0.00%
Expected term	5.25	5.25

The following table presents information as of September 30, 2022 about significant unobservable inputs (Level 3) used in the valuation of liabilities measured at fair value on a recurring basis:


Financial Instrument	Fair Value	Valuation Technique	Significant Unobservable Inputs
Warrant Liability	$47,456	Black Scholes	Expected volatility, fair value of member unit

A summary of the changes in the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) as of and for the three and nine months ended September 30, 2022 was as follows:


Warrant liability as of December 31, 2021	$	29,820
Change in fair value		513

Warrant liability as of March 31, 2022		30,333
Change in fair value		(1,539	)

Warrant liability as of June 30, 2022		28,794
Change in fair value		1,539
Issuance of warrant		17,123

Warrant liability as of September 30, 2022	$	47,456

The Company recognized a loss on the change in fair value of the warrant liability for the three months ended September 30, 2022 of $1,539 and a gain on the change in fair value of the warrant liability for the nine months ended September 30, 2022 of $513. The Company recorded a warrant issuance of $17,123 for the three and nine months ended September 30, 2022.

Non-recurring fair value measurements

Cryptocurrencies

The Company tests cryptocurrency assets for impairment on a daily basis based upon Level 1 inputs, specifically, the exchange-quoted price of the cryptocurrency. The last impairment date for the Company’s cryptocurrency holdings during the nine months ended September 30, 2022 and 2021 was September 30, 2022 and 2021, respectively. The Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $645 as of September 30, 2022, net of impairment losses incurred of $4,722 for the nine months ended. Per the development and operation agreement, the Company held cryptocurrency of $5 as of September 30, 2022, to be paid the next month.

As of December 31, 2021, the Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $15,050, net of impairment losses incurred of $7,308 for the year ended December 31, 2021.

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Mining and Other Related Equipment

Whenever events or changes in circumstances dictate, or, minimally, on a quarterly basis, the Company tests its miners and other related equipment for impairment. Miners and the equipment associated with the miners are considered fully impaired if they are no longer usable or no longer contributing to the Company’s hash rate. For the nine months ended September 30, 2022 and 2021, the Company recorded impairment associated with its mining and other related equipment of $0 and $410. For the three months ended September 30, 2022, the Company performed impairment testing of its mining equipment asset group due to the decline in the price of bitcoin from $43,064.09 as of September 30, 2021 and $19,595.59 as of September 30, 2022, a decline of 54% year over year. The undiscounted cash flows used in the recoverability test were less than the carrying amount of the long-lived asset group, and the Company was required to determine the fair value of the long-lived asset group. The final impairment test using fair value resulted in no impairment of the asset group as the carrying amount of the long-lived asset group does not exceed its fair value.

12. Common Units

As of September 30, 2022, the amount of accumulated members’ deficit attributable to Class A Units was ($51,041) and to Class B and Class C Units was ($12,760).

Liquidation

13. Unit-based Compensation

On April 14, 2021, the Board of Managers (the “Board”) adopted the GRIID Infrastructure Equity Plan LLC Profits Interest Plan (the “Plan”). Under the terms of the Plan, Incentive Units (“IUs”) may be granted to employees of the Company as well as officers, consultants, or other service providers of the Company (each, a “Participant”). Upon approval of the Plan, the Company reserved a pool of 2,500,000 IUs. As of September 30, 2022, the Board had approved 2,418,000 IUs, leaving 82,000 IUs available for grant.

IU activity under the Plan during the nine months ended September 30, 2022, was as follows:


	Three Months Ended September 30, 2022					Nine Months Ended September 30, 2022
	Number of Units			Weighted- average grant price per unit		Number of Units			Weighted- average grant price per unit
Unvested, beginning of period		1,097,820		$	0.19		1,524,367		$	0.19
Granted		—					—			—
Vested		(178,285	)		0.19		(604,832	)		0.19
Forfeited		—					—			—

Unvested, September 30, 2022		919,535		$	0.19		919,535		$	0.19

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Expense related to the IUs is recognized over the vesting period of each IU. The Company has elected to recognize forfeitures as they occur. For the nine months ended September 30, 2022, the Company recognized $99 of unit-based compensation expense related to the IUs, which is included within general and administrative expense on the unaudited consolidated statements of operations.

As of September 30, 2022, there remained $170 of unrecognized compensation expense related to the IUs. That cost is expected to be recognized over the remaining weighted average vesting period of 1.78 years.

The total fair value of IUs vested (based on grant date fair value) during the nine months ended September 30, 2022 was $257.

14. Commitments and Contingencies

Power Agreements

Site Location and Development Agreement (“SLDA”)

On September 28, 2020, Red Dog entered into a Site Location and Development Agreement with a certain energy provider. Under the agreement, Red Dog arranged to establish and operate a high-density data center that would utilize electric power and energy purchased from the energy provider with an anticipated peak demand of 25 megawatts (the “Project”). Red Dog intends to establish the Project within the electric system service area of the energy provider, to be located on a site that is adjacent to a certain substation of the energy provider in Limestone, Tennessee. Under the agreement, the energy provider is responsible, at Red Dog’s expense, to plan, design and install all facilities and equipment that are necessary to provide electricity to the Project site. The preliminary estimate of Project costs per the agreement was $1,284 less a $270 discount and economic development credit and one-time additional credit (the “Incentive”) of $100, resulting in a net estimated Project cost total of $914. Red Dog is responsible for paying final Project costs, even if they exceed this estimate. Red Dog is responsible to pay the energy provider for any costs in excess of $600 within 30 days of receipt of the itemized invoice. The remaining $600 balance for Project costs will be paid by Red Dog to the energy provider in 12 equal monthly increments, with the first increment due on the 25th month following the completion of the work. In consideration of this extended payment period, Red Dog was required to provide an irrevocable standby letter of credit in the amount of $600 to guarantee payment of Project costs, net of discount and incentives. The project was completed on June 29, 2021 for a total cost of $1,075, for which the Company has recorded a corresponding payable to the energy provider. In accordance with ASC 835-30-45, Interest – Imputation of

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Interest, the Company recorded a discount on the loan payable to the energy provider of $235 using the Company’s incremental borrowing rate of 4.5%, which is being amortized to non-cash interest expense using the effective interest rate method over the term of the loan to its date of maturity.

In the event that the Site Location and Development Agreement, the Power Contract, or the Ground Lease (see Note 8) is terminated prior to five years and six months from the date of signature of the Power Contract, other than for default of the energy provider, the Company shall be responsible for immediately repaying the full incentive ($100) to the energy provider as of the date one or more such agreements terminate. As of September 30, 2022 and December 31, 2021, the Company did not believe it is probable that it will terminate any of the contracts prior to five years and six months from the date of signature of the Power Contract and thus did not record a contingent liability.

Supply Agreement

On September 8, 2021, the Company entered into a supply agreement (the “Supply Agreement”) with a certain vendor. Under the Supply Agreement, the Company has committed to purchasing a certain number of units of mining-related equipment as defined in the Supply Agreement. In exchange for the vendor reserving these units, the Company paid a supply reservation deposit (the “Deposit”) of $10,000, which was included in long-term deposits (see Note 8) on the audited consolidated balance sheet as of December 31, 2021. The Company has from June 2022 to May 2023 to place orders against the reserved units. The Deposit will be applied as a credit against the price of the units as the Company places orders with the vendor. Subsequently, effective September 9, 2022, the Company and Intel amended the Supply Agreement to, among other things, fully credit the Deposit against orders placed, with no additional cash payment due for 885,000 units. As of September 30, 2022, all orders on the equipment had been placed and shipped accordingly. The balance of this deposit as of September 30, 2022 was $0.

Data Black River Development and Operation Agreement

On August 31, 2021, the Company, through its wholly-owned subsidiary Data Black River, entered into a development and operation agreement (the “HDP Agreement”) with HDP, an affiliate of Eagle Creek Renewable Energy (“Eagle Creek”). Pursuant to the HDP Agreement, Data Black River is obligated to provide services for the development and operation of a bitcoin mining facility located within the premises of HDP in Brownville, New York (the “HDP Facility”). In connection with the HDP Agreement, HDP and an affiliate of HDP have entered into a power purchase agreement, pursuant to which such affiliate has agreed to supply up to 20MW of power to the HDP Facility. Under the HDP Agreement, Data Black River receives a monthly management fee for the performance of its services as well as a revenue share amount based upon a specified formulaic percentage of bitcoin mined, as defined, during each month. For the nine months ended September 30, 2022, Data Black River earned $1,522 related to revenue share and $225 related to the management fee. HDP receives a monthly fee for each MW of power supplied to the premises for bitcoin mining as well as a revenue share amount based upon a specified formulaic percentage, as defined, of the bitcoin earned each month. HDP has the right to curtail supply of electricity to the mines and sell electricity to the market with reasonable notice to Data Black River (“Curtailment Period”). In connection with any Curtailment Period, HDP shall distribute 25% of the forgone mining revenue to Data Black River. For the nine months ended September 30, 2022, Data Black River earned $462 related to curtailment revenue. The HDP Agreement has an initial term of 3 years and thereafter automatically renews for successive one-year renewal periods unless either party gives notice at least 60 days prior to the end of the initial term or any renewal term. The HDP Agreement also allows either party to terminate the HDP Agreement upon notice to the other party if mining revenues drop below a certain amount over a consecutive 90-day period or if mining revenues are insufficient to cover management fees owed to Data Black River and electricity fees owed to HDP for three consecutive months. The Company records its revenue share under the HDP Agreement on a gross basis, and a corresponding payable for the portion of revenue share allocated to HDP, as the Company is considered the principal in the arrangement.

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Mining Services Agreement

On March 21, 2022, the Company entered into a Mining Services Agreement (the “Mining Services Agreement”) with Blockchain Access UK Ltd (“Customer”), the Company’s lender. During the term of the Mining Services Agreement, the Company will receive, install, operate, manage and maintain servers and power supplies provided by Customer (“Customer Mining Equipment”) to perform mining services (the “Mining Services”) at a Company facility located in Lenoir City, Tennessee (the “Premises”). All operation of the Customer Mining Equipment by the Company will be on the Customer’s behalf. Beginning March 2022 and at monthly intervals thereafter for the following six months, Customer will provide the Company with Customer Mining Equipment for installation at the Premises. The Company is to make all necessary improvements and developments to the Premises to accommodate the Customer Mining Equipment to enable it to operate in accordance with the requirements of the Mining Services Agreement, and to complete installation and commence full operation of such Customer Mining Equipment. If the Company fails to complete the infrastructure development and equipment installation by the planned operational date, as defined in the agreement, or fails to commence full operation of Customer Mining Equipment at an alternative temporary facility, the Company will pay to the Customer a late development fee which is intended to compensate the Customer for the generated digital assets that would have been paid to the Customer if the Company had completed the infrastructure development and equipment installation by the planned operational date. Throughout the term of the Mining Services Agreement, the Company will be responsible for the management and maintenance of the Customer Mining Equipment. Following the end of each twenty-four-hour period during the term of the Mining Services Agreement, the Company will deposit 95% of the generated cryptocurrency from the Mining Services into the Customer’s digital wallet and 5% of the generated cryptocurrency (representing the Company’s fees for performance of the Mining Services) into the Company’s digital wallet. Under the Mining Services Agreement, the Company is to invoice the Customer on a monthly basis for the electricity charges associated with the Mining Services related to the Customer Mining Equipment, without premium or markup. The Company is to also invoice the Customer on a monthly basis for the Customer’s operating expense charges as defined in the Mining Services Agreement. The Mining Services Agreement is scheduled to expire on February 28, 2027.

The Company records its revenue under the Mining Services Agreement on a gross basis, as the Company represents the principal in relation to the contract as it controls the promised service before transferring that service to the Customer. The Company has determined that no embedded lease exists in the Mining Services Agreement.

Share Subscription Facility

On September 9, 2022, ADEX and the Company entered into the Share Purchase Agreement with the Purchaser and GYBL relating to a share subscription facility. Pursuant to the Share Purchase Agreement, following the consummation of the Merger, subject to certain conditions and limitations set forth in the Share Purchase Agreement, the Company shall have the right, but not the obligation, from time to time at its option, to issue and sell to the Purchaser up to $200.0 million of the Company’s shares of common stock, par value $0.0001 per share (the “Shares”). Sales of the Shares to the Purchaser under the Share Purchase Agreement, and the timing of any sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Shares and determinations by the Company regarding the use of proceeds of such Shares. The net proceeds from any sales under the Share Purchase Agreement will depend on the frequency with, and prices at, which the Shares are sold to the Purchaser. The Company expects to use the proceeds from any sales under the Share Purchase Agreement for working capital and general corporate purposes. Upon the initial satisfaction of the conditions to the Purchaser’s obligation to purchase Shares set forth in the Share Purchase Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion during the 36-month period from and after the first day on which the Shares are publicly listed on a securities exchange, to direct the Purchaser to purchase up to a specified maximum amount of Shares as set forth in the Share Purchase Agreement. The purchase price of the Shares that the Company elects to sell to the Purchaser pursuant to the Share Purchase Agreement will be 92% of

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the average daily closing price of the Shares during a 30-trading day period commencing with the first trading day designated in the notice delivered to the Purchaser. In connection with the execution of the Share Purchase Agreement, the Company agreed to pay to the Purchaser in installments in connection with placements of Shares under the Share Purchase Agreement a $4.0 million commitment fee (the “Commitment Fee”) payable in Shares or cash, as consideration for the Purchaser’s irrevocable commitment to purchase the Shares upon the terms and subject to the satisfaction of the conditions set forth in the Share Purchase Agreement. Also, the Company will be obligated to issue to the Purchaser a warrant (the “Warrant”) expiring on the third anniversary of the Company’s public listing date, to purchase 2% of the total equity interests (on a fully diluted basis) outstanding immediately after the completion of the Merger, at an exercise price per Share equal to the lesser of: (i) the closing bid price of the Company’s Shares as reported by the New York Stock Exchange on September 9, 2022) and (ii) 90% of the closing price of the Shares on the public listing date. Additionally, pursuant to the Share Purchase Agreement, the Company would be obligated to pay a private transaction fee of 1% of the total consideration paid in a private business combination transaction with a counterparty that was introduced to the Company by the Purchaser or an affiliate of the Purchaser in the event that the Company consummates such a transaction in lieu of the Merger or any other business combination transaction the result of which is the Company continuing as a publicly listed company. The Share Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Share Purchase Agreement were made only for purposes of the Share Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Share Purchase Agreement and are subject to certain important limitations. The Company has the right to terminate the Share Purchase Agreement at any time, upon 90 trading days’ prior written notice. In the event the Company terminates the Share Purchase Agreement at its option prior to any public listing (including as a result of the Merger) and the Company completes a public listing within the two-year period following such termination, the Company will be obligated to issue the Warrant to the Purchaser.

Litigation

On August 17, 2021, Red Dog received services of process for a complaint (Civil Action No. 40988) filed by Carolyn Broyles and Quality Properties, GP (the “Plaintiffs”) in the Circuit Court for Washington County at Jonesborough, Tennessee on August 13, 2021 (the “Noise Complaint”). The Noise Complaint alleges that the noise created by Red Dog’s bitcoin mining operations at its data center have caused the Plaintiff’s personal damages for inconvenience, emotional distress, and injury to the use and enjoyment of their properties, as well as diminution in value or rental value of their properties. The reliefs sought by the Plaintiffs include (i) a court order directing Red Dog to cease and desist operating its data center or alternatively to abate the noise level; (ii) temporary and permanent injunctions enjoining Red Dog from operating its data center or alternatively to abate the noise level; and (iii) damages in an amount to be provided at trial.

On May 31, 2022, a non-binding framework of negotiated settlement was reached between the Parties. At a meeting of the Washington County Commission on November 28, 2022, a vote was taken to reject the definitive agreement negotiated among Red Dog, BrightRidge and lawyers for the Washington County Commission. The Company anticipates that either an alternative settlement agreement will be negotiated or the litigation will recommence with the parties preparing the case for trial on the merits of Red Dog’s affirmative defenses. The Company has recorded a contingency liability of $438 as of September 30, 2022.

Indemnifications

F-109

obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in these unaudited consolidated financial statements.

15. Related-Party Transactions

On April 17, 2021, the Company entered into an engagement letter and an incentive unit award agreement with an entity affiliated with John D’Agostino, ADEX’s Chief Financial Officer. The engagement letter was amended on November 14, 2022. Pursuant to such engagement letter, as amended, and incentive unit award agreement, the Company agreed to pay to such entity $400 and grant such entity units representing a 0.5% profit interest in the Company. The cash payment is considered to be earned as of April 26, 2022 and is payable on consummation of the merger, provided that if the vesting of the units representing the 0.5% profit interest are accelerated pursuant to the terms of the incentive award agreement governing such profit interest, then the cash payment shall become payable on such earlier date of the event causing vesting of the profit interest to be so accelerated. The units will vest as to one-fourth on April 26, 2022, and 1/36th on the 17th day of each month thereafter, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction.

On August 31, 2021, the Company, through its wholly-owned subsidiary Data Black River, entered into the HDP Agreement with HDP, an affiliate of Eagle Creek (see Note 14). Neal Simmons, who is contemplated to serve on the Company’s board of directors immediately following the closing of its anticipated transaction with a SPAC, is the current President and Chief Executive Officer of Eagle Creek. During the nine months ended September 30, 2022, the Company recorded utilities expense related to the revenue share arrangement of $298. There are no amounts included in accounts payable and accrued expenses related to the HDP Agreement at September 30, 2022 and December 31, 2021.

16. Subsequent Events

The Company has evaluated subsequent events from the unaudited consolidated balance sheet date through December 7, 2022, the date at which the unaudited consolidated financial statements were issued and determined that there are no items to disclose other than those included below.

On October 17, 2022, ADEX, Merger Sub and GRIID Holdco entered into a second amendment (the “Second Amendment”) to that certain Agreement and Plan of Merger, dated as of November 29, 2021 and previously amended as of December 23, 2021, by and among ADEX, Merger Sub and GRIID Holdco (as so amended, the “Merger Agreement”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID Holdco, the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the Merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of ADEX.

Pursuant to the Merger Agreement, at the Closing, the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in the Company and each limited liability company membership unit of the Company that is issued and outstanding immediately prior to the effective time of the Merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 58,500,000 shares of ADEX common stock, par value $0.0001 per share.

F-110

In addition to reducing the merger consideration to 58,500,000 shares of ADEX common stock, the Second Amendment removes certain negative covenants limiting ADEX’s conduct of its business during the period between the signing of the Merger Agreement and the Closing, and permits ADEX to pursue an alternative business combination transaction during the pre-closing period.

The Second Amendment eliminates GRIID Holdco’s ability to terminate the Merger Agreement if the Merger has not closed by an agreed outside date, extends that outside date to January 14, 2023 (subject to ADEX’s right to extend such outside date for successive 90-day extensions at its sole discretion), and permits ADEX to terminate the Merger Agreement (i) if the board of managers (or similar body) of GRIID Holdco approves any plan of liquidation, winding up or reorganization of GRIID Holdco or any of its subsidiaries or the sale, assignment, transfer, lease, license or other disposition of all or any material portion of the assets or equity of the Company or any of its subsidiaries, (ii) if Blockchain provides notice under the 4^th A&R Loan Agreement informing the Company or GRIID Holdco that the amounts outstanding thereunder (x) have been accelerated or (y) will be accelerated and neither the Company nor GRIID Holdco has an opportunity to cure the breach or breaches causing such acceleration or (iii) in order to enter into a binding written agreement providing for the consummation of an alternative business combination transaction.

Finally, the Second Amendment provides that upon (i) the termination of the Merger Agreement by ADEX if (A) GRIID Holdco’s representations and warranties are untrue or GRIID Holdco fails to perform any covenant or agreement such that the respective condition to Closing is not satisfied, (B) there is an order by a government entity permanently enjoining the Merger, (C) GRIID Holdco’s members do not approve the Merger, (D) GRIID Holdco’s board of managers (or similar body) approves any plan of liquidation, winding up or reorganization for GRIID Holdco or any of its subsidiaries or (E) Blockchain provides notice to GRIID Holdco or any of GRIID Holdco’s subsidiaries of the acceleration of outstanding debt under the 4^th A&R Loan Agreement, (ii) the termination of the Merger Agreement by GRIID Holdco if there is an order by a government entity permanently enjoining the Merger or (iii) any rejection of the Merger Agreement by GRIID Holdco or any of its subsidiaries in bankruptcy, insolvency, reorganizational or similar proceeding, GRIID Holdco will pay to ADEX a non-refundable termination fee of $50,000.

At a meeting of the Washington County Commission on November 28, 202, a vote was taken to reject the definitive agreement negotiated among Red Dog, BrightRidge and lawyers for the Washington County Commission. The Company anticipates that either an alternative settlement agreement will be negotiated or the litigation with respect to the Zoning Complaint will recommence with the parties preparing the case for trial on the merits of Red Dog’s affirmative defenses.

From October to December 2022, the Company issued unsecured promissory notes in the aggregate principal amount of $3,053 with an interest rate of 15.0% per annum and a maturity date of one year from the date of issuance of the promissory notes. In connection with the issuance of the promissory notes, the Company also issued to the holders of the promissory notes warrants to purchase an aggregate of 98,976 Class B units of the Company at an exercise price of $0.01 per Class B unit. The number of Class B units exercisable under such warrants is subject to adjustment to a number of Class B units that when exchanged for merger consideration in the merger will equal an aggregate of 0.76313% of the outstanding equity interests in New GRIID immediately following the closing of the merger.

F-111

Annex A-1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ADIT EDTECH ACQUISITION CORP.,

ADEX MERGER SUB, LLC,

AND

GRIID HOLDCO LLC

DATED AS OF NOVEMBER 29, 2021

TABLE OF CONTENTS


		PAGE
ARTICLE 1 CERTAIN DEFINITIONS			2
Section 1.1	Definitions		2
Section 1.2	Certain Defined Terms		14

ARTICLE 2 MERGER; CLOSING			16
Section 2.1	Merger		16
Section 2.2	Effects of the Merger		16
Section 2.3	Closing; Effective Time		16
Section 2.4	Certificate of Formation and Limited Liability Agreement of the Surviving Company		16
Section 2.5	Managers and Officers of the Surviving Company		17
Section 2.6	Governing Documents of Acquiror		17

ARTICLE 3 EFFECTS OF THE MERGER ON EQUITY SECURITIES; ADJUSTMENT			17
Section 3.1	Conversion of Units		17
Section 3.2	Merger Sub Interests		18
Section 3.3	Allocation Statement		18
Section 3.4	Payment; Letter of Transmittal		19
Section 3.5	Exchange Agent		20
Section 3.6	No Liability; Withholding		20

ARTICLE 4 REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY			20
Section 4.1	Organization and Qualification		20
Section 4.2	Capitalization		21
Section 4.3	Authority		22
Section 4.4	Financial Statements; Undisclosed Liabilities		22
Section 4.5	Consents and Requisite Governmental Approvals; No Violations		23
Section 4.6	Permits		23
Section 4.7	Material Contracts		24
Section 4.8	Absence of Changes		26
Section 4.9	Litigation		26
Section 4.10	Compliance with Applicable Law		26
Section 4.11	Environmental Matters		26
Section 4.12	Intellectual Property		27
Section 4.13	Data Privacy and Security		29
Section 4.14	Compliance with International Trade & Anti-Corruption Laws		30
Section 4.15	Employee Benefit Plans		31
Section 4.16	Labor Matters		33
Section 4.17	Insurance		34
Section 4.18	Tax Matters		35
Section 4.19	Brokers		36
Section 4.20	Real and Personal Property		36
Section 4.21	Transactions with Affiliates		37
Section 4.22	Suppliers		37
Section 4.23	Information Supplied		37
Section 4.24	Investigation; No Other Representations		38
Section 4.25	EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES		38

ARTICLE 5 REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIROR PARTIES			39
Section 5.1	Organization and Qualification		39
Section 5.2	Authority		39


		PAGE
Section 5.3	Consents and Requisite Governmental Approvals; No Violations		39
Section 5.4	Brokers		40
Section 5.5	Capitalization		40
Section 5.6	Trust Account		41
Section 5.7	Transactions with Affiliates		41
Section 5.8	Litigation		42
Section 5.9	Compliance with Applicable Law		42
Section 5.10	Merger Sub Activities		42
Section 5.11	Internal Controls; Listing; Financial Statements		42
Section 5.12	No Undisclosed Liabilities		43
Section 5.13	Employee Matters		43
Section 5.14	Tax Matters		43
Section 5.15	SEC Filings		44
Section 5.16	Information Supplied		45
Section 5.17	Investigation; No Other Representations		45
Section 5.18	EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES		45

ARTICLE 6 COVENANTS			46
Section 6.1	Conduct of Business of the Company		46
Section 6.2	Efforts to Consummate		49
Section 6.3	Confidentiality and Access to Information		50
Section 6.4	Public Announcements		51
Section 6.5	Tax Matters		52
Section 6.6	Non-Solicitation		53
Section 6.7	Preparation of Registration Statement and Proxy Statement		54
Section 6.8	Acquiror Stockholder Approval		55
Section 6.9	Merger Sub Member Approval		56
Section 6.10	Conduct of Business of Acquiror		56
Section 6.11	NYSE Listing		58
Section 6.12	Trust Account		58
Section 6.13	Acquiror Indemnification		58
Section 6.14	Company Indemnification		59
Section 6.15	Post-Closing Directors and Officers		60
Section 6.16	Expense Statement		61
Section 6.17	No Claim Against the Trust Account		61
Section 6.18	Section 16 of the Exchange Act		61
Section 6.19	Notification of Certain Matters		61
Section 6.20	Transaction Litigation		61
Section 6.21	Holder Approval		62

ARTICLE 7 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT			62
Section 7.1	Conditions to the Obligations of the Parties		62
Section 7.2	Other Conditions to the Obligations of the Acquiror Parties		63
Section 7.3	Other Conditions to the Obligations of the Company		64
Section 7.4	Frustration of Closing Conditions		64

ARTICLE 8 TERMINATION			65
Section 8.1	Termination		65
Section 8.2	Effect of Termination		66


		PAGE

ARTICLE 9 MISCELLANEOUS			66
Section 9.1	Non-Survival		66
Section 9.2	Entire Agreement; Assignment		66
Section 9.3	Amendment		66
Section 9.4	Notices		66
Section 9.5	Governing Law		67
Section 9.6	Fees and Expenses		67
Section 9.7	Construction; Interpretation		67
Section 9.8	Annexes and Schedules		68
Section 9.9	Parties in Interest		68
Section 9.10	Severability		68
Section 9.11	Counterparts; Electronic Signatures		69
Section 9.12	Knowledge of Company; Knowledge of Acquiror		69
Section 9.13	No Recourse		69
Section 9.14	Extension; Waiver		69
Section 9.15	Waiver of Jury Trial		69
Section 9.16	Submission to Jurisdiction		70
Section 9.17	Remedies		70

ANNEXES


Annex A		Voting Agreement
Annex B		Form of Investor Rights Agreement
Annex C		Form of Certificate of Merger
Annex D		Form of Surviving Company A&R LLCA
Annex E		Form of Acquiror A&R Certificate of Incorporation
Annex F		Form of Acquiror Bylaws
Annex G		Form of Waiver and Release of Claims

iii

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 29, 2021, is made by and among Adit EdTech Acquisition Corp., a Delaware corporation (“Acquiror”), ADEX Merger Sub, LLC, a Delaware limited liability company and wholly owned direct Subsidiary of Acquiror (“Merger Sub”), and Griid Holdco LLC, a Delaware limited liability company (the “Company”). Each of Acquiror, Merger Sub, and the Company may be referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, Acquiror is a blank check company incorporated in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, upon the terms and subject to the conditions of this Agreement, prior to Closing, Acquiror will file the Acquiror A&R Certificate of Incorporation with the Secretary of State of Delaware, which will, among other things, increase the number of shares of capital stock which Acquiror is authorized to issue;

WHEREAS, Griid Infrastructure LLC (“OpCo”), a wholly owned subsidiary of the Company, previously established GRIID Infrastructure Equity Plan LLC (“Equity Plan LLC”) by contributing to Equity Plan LLC Class C units in OpCo in return for the Common Units (as defined in the Equity Plan LLC Agreement) in Equity Plan LLC, pursuant to the terms of the Limited Liability Company Agreement of GRIID Infrastructure Equity Plan LLC (the “Equity Plan LLC Agreement”);

WHEREAS, Equity Plan LLC then adopted the GRIID Infrastructure Equity Plan LLC Profits Interest Plan (the “Profits Interests Plan”), pursuant to which Equity Plan LLC granted Incentive Units (as defined in the Profits Interests Plan) in Equity Plan LLC to certain service providers of OpCo, subject to the terms and conditions set forth in the Profits Interests Plan and the related Award Agreement (as defined in the Profits Interests Plan) between Equity Plan LLC and the applicable service provider;

WHEREAS, as a result of an internal reorganization that was completed prior to the date of this Agreement, (a) OpCo contributed all of the Common Units that it held in Equity Plan LLC to the Company and the Company thereby became Managing Member of Equity Plan LLC; and (b) all of the former members of OpCo, including Equity Plan LLC, became members of the Company, with Equity Plan LLC owning all of the Class C Units;

WHEREAS, upon the terms and subject to the conditions of this Agreement, immediately prior to the Effective Time, the Company, as Managing Member of Equity Plan LLC following the internal reorganization, will dissolve and liquidate Equity Plan LLC and distribute to the members of Equity Plan LLC all of the Class C Units held by Equity Plan LLC in accordance with the terms of the Equity Plan LLC Agreement; and, if and to the extent the Incentive Units held by any members of Equity Plan LLC are not vested in full at such time, the Class C Units that are received by such members in exchange for unvested Incentive Units will be subject to the same terms and conditions, including vesting, to which such unvested Incentive Units were subject, and all Class C Units received by the Company as the holder of Common Units in Equity Plan LLC will be cancelled and no longer outstanding;

WHEREAS, upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate limited liability company existence of Merger Sub shall cease and the Company shall be the surviving company and continue its existence under the Limited Liability Company Act of the State of Delaware (as amended, the “DLLCA”) as a wholly-owned subsidiary of Acquiror;

WHEREAS, at the Effective Time, the limited liability company agreement of the Surviving Company will be amended and restated to, among other things, admit Acquiror as the sole member thereof;

WHEREAS, the board of directors of Acquiror (the “Acquiror Board”) has unanimously (a) determined that this Agreement, the Ancillary Documents and the Transactions are advisable and in the best interests of the

Pre-Closing Acquiror Stockholders; (b) approved the execution and delivery of this Agreement, the Ancillary Documents to which Acquiror is or will be a party, the performance by Acquiror of its obligations hereunder and thereunder and the consummation of the Transactions; (c) determined that the fair market value of the Company is equal to at least 80% of the Trust Account; (d) approved the Transactions as a Business Combination; and (e) resolved to recommend to the Pre-Closing Acquiror Stockholders adoption of this Agreement and the Ancillary Documents and approval of the Transactions, in each case, in accordance with the General Corporation Law of the State of Delaware (as amended, the “DGCL”) and the DLLCA, as applicable;

WHEREAS, the board of managers of the Company has unanimously (a) determined that this Agreement, the Ancillary Documents and the Transactions are advisable and in the best interests of the Company and the Holders; (b) approved the execution and delivery of this Agreement, the Ancillary Documents to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the Transactions; and (c) resolved to recommend to the Holders adoption of this Agreement and the Ancillary Documents and approval of the Transactions, in each case, in accordance with the DGCL and the DLLCA, as applicable;

WHEREAS, prior to the Merger and in connection with the Transactions, Acquiror will provide an opportunity to the Pre-Closing Acquiror Stockholders to have their issued and outstanding Acquiror Common Stock redeemed on the terms and subject to the conditions set forth in the Acquiror Certificate of Incorporation;

WHEREAS, concurrently with the execution of this Agreement, Acquiror and certain Holders (the “Company VA Holders”) will enter into the voting agreement attached hereto as Annex A (the “Voting Agreement”), pursuant to which, among other things, the Company VA Holders will agree to, as promptly as practicable following the time at which the Registration Statement shall have been declared effective, vote their Company membership units in favor of, or execute written consents to adopt and approve, upon the effectiveness of the Registration Statement, this Agreement, the Ancillary Documents and the Transactions; and

WHEREAS, at the Closing, Acquiror, the Acquiror IRA Stockholders and the Company IRA Holders shall enter into an investor rights agreement, substantially in the form attached hereto as Annex B (the “Investor Rights Agreement”), pursuant to which, among other things, the Acquiror IRA Stockholders and Company IRA Holders will be granted certain registration rights with respect to their shares of Acquiror Common Stock, on the terms and subject to the conditions therein.

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

“Acquiror Alternative Transaction” means any direct or indirect (a) consolidation or similar business combination that would constitute a Business Combination with or involving Acquiror, (b) acquisition by Acquiror or any of its controlled Affiliates of at least a majority of the voting securities of a Person or all or a material portion of the assets or businesses of such Person(s), or (c) any other proposed transaction similar in nature to the Transactions. Notwithstanding the foregoing or anything to the contrary herein, none of the Transactions shall constitute an Acquiror Alternative Transaction.

“Acquiror Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of Acquiror, effective as of January 11, 2021.

“Acquiror Common Stock” means the common stock, par value $0.0001 per share, of Acquiror.

“Acquiror Disclosure Schedules” means the disclosure schedules to this Agreement delivered to the Company by Acquiror on the date of this Agreement.

“Acquiror Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of an Acquiror Party in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any Acquiror Party and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any Acquiror Party pursuant to this Agreement or any Ancillary Document; provided, however, that “Acquiror Expenses” do not include any Company Expenses.

“Acquiror Fundamental Representations” means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Authority), Section 5.3(a) and Section 5.3(b)(i) (Consents and Requisite Governmental Approvals; No Violations), Section 5.4 (Brokers), and Section 5.5 (Capitalization).

“Acquiror Impairment Effect” any Effect that, individually or in the aggregate, would reasonably be expected to prevent or materially impair the ability of the Acquiror Parties to consummate the Transactions.

“Acquiror IRA Stockholders” means the stockholders of Acquiror listed on Section 1.1 of the Acquiror Disclosure Schedules.

“Acquiror Material Adverse Effect” means, any Effect that, individually or in the aggregate with any other Effect, has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, results of operations or condition (whether financial or otherwise) of the Acquiror Parties, taken as a whole; provided, however, that in no event shall any of the following, alone or in combination, be taken into account in determining whether an Acquiror Material Adverse Effect has occurred or would reasonably be expected to occur: (a) any change in applicable Laws (including Pandemic Measures) or GAAP or any official interpretation thereof after the date of this Agreement, (b) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, or any change generally affecting the economy or the industry in which any Acquiror Party operates, (c) the announcement or the execution of this Agreement, the pendency or consummation of the Merger or the performance of this Agreement, including the impact thereof on the relationships, contractual or otherwise, of any Acquiror Party, with investors, contractors, lenders, licensors, partners, providers and employees (provided that the exception in this clause (c) shall not apply to the representations and warranties set forth in Section 5.3(b) to the extent that their purpose is to address the consequences resulting from the public announcement, execution of this Agreement or pendency or consummation of the Transactions or the condition set forth in Section 7.3(a) to the extent it relates to such representations and warranties), (d) the compliance with the express terms of this Agreement or the taking of any action expressly required by this Agreement, (e) any strike, embargo, labor disturbance, riot, protests, cyberterrorism event, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire, meteorological event or other natural disaster, act of God or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19), (f) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, any Acquiror Party operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel, and (g) any failure of the Acquiror Parties, taken as a whole, to meet any projections,

forecasts or budgets (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (a) through (g)); provided that in the case of clauses (a), (b), (e) and (f) such Effects may be taken into account in determining the existence of an Acquiror Material Adverse Effect to the extent (but only to the extent) that such Effects have had a disproportionate impact on the Acquiror Parties, taken as a whole, as compared to other “SPACs”.

“Acquiror Parties” means Acquiror and Merger Sub, individually and as a group.

“Acquiror SEC Reports” means all statements, forms, reports and documents required to be filed or furnished by Acquiror prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since Acquiror’s initial public offering (together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing).

“Acquiror Stockholder” means a holder of Acquiror Common Stock.

“Acquiror Stockholder Approval” means, by the affirmative vote of the holders of the requisite number of shares of Acquiror Common Stock entitled to vote thereon, whether in person or by proxy at the Acquiror Stockholders Meeting (or any adjournment or postponement thereof), in accordance with the Governing Documents of Acquiror and applicable Law, the approval of each Required Transaction Proposal.

“Acquiror Stockholder Redemption” means the right of the Acquiror Stockholders to redeem all or a portion of their Acquiror Common Stock in connection with the Transactions as set forth in the Acquiror Certificate of Incorporation.

“Acquiror Warrants” means each warrant to purchase one share of Acquiror Common Stock at an initial exercise price of $11.50 per share.

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Ancillary Documents” means the Acquiror A&R Certificate of Incorporation, the Acquiror Bylaws, the Investor Rights Agreement, the Letters of Transmittal, the Surviving Company A&R LLCA, the Voting Agreement, and each other agreement, document, instrument or certificate executed or contemplated by this Agreement to be executed by the Parties in connection with the Transactions.

“Anti-Corruption Laws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) and (b) any other applicable anti-bribery or anti-corruption Laws concerning or relating to bribery, corruption, fraud, improper payments and money laundering.

“Antitrust Law” means the HSR Act, the Federal Trade Commission Act, the Sherman Act, the Clayton Act, and any applicable foreign antitrust Laws and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Business” means the operation and maintenance of energy infrastructure and high-density data centers in connection with the mining of cryptocurrency, in each case, as conducted by the Company Group as of the date of this Agreement.

“Business Combination” has the meaning ascribed to such term in the Acquiror Certificate of Incorporation.

“Business Data” means all data, information, and works of authorship in any medium collected, generated, or used in the conduct of the Business, including all proprietary information of or relating to the Business and all Personal Information in the possession, custody, or control of the Company Group, or otherwise held or processed on the Company Group’s behalf.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, NY are open for the general transaction of business.

“CARES Act” shall mean the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136), as amended, and any administrative or other guidance published with respect thereto by any Governmental Entity.

“Class A Proportionate Interest” means, with respect to the Class A Units held by a Holder, a percentage equal to the quotient of (a) the aggregate dollar value of the portion of the Merger Consideration distributable to such Holder in a Sale of the Company pursuant to Section 12.02(f) of the Company LLC Agreement in respect of such Holder’s Class A Units (with each share of Acquiror Common Stock included in the Merger Consideration valued at $10.00) divided by (b) the aggregate dollar value of the Merger Consideration (with each share of Acquiror Common Stock included in the Merger Consideration valued at $10.00).

“Class A Units” means the Company Units designated as Class A Units under (and as defined in) the Company LLC Agreement.

“Class B Proportionate Interest” means, with respect to the Class B Units held by a Holder, a percentage equal to the quotient of (a) the aggregate dollar value of the portion of the Merger Consideration distributable to such Holder in a Sale of the Company pursuant to Section 12.02(f) of the Company LLC Agreement in respect of such Holder’s Class B Units (with each share of Acquiror Common Stock included in the Merger Consideration valued at $10.00) divided by (b) the aggregate dollar value of the Merger Consideration (with each share of Acquiror Common Stock included in the Merger Consideration valued at $10.00).

“Class B Units” means the Company Units designated as Class B Units under (and as defined in) the Company LLC Agreement.

“Class C Proportionate Interest” means, with respect to the Class C Units held by a Holder (after taking into account the effect of Section 3.1(f)), a percentage equal to the quotient of (a) the aggregate dollar value of the portion of the Merger Consideration distributable to such Holder in a Sale of the Company pursuant to Section 12.02(f) of the Company LLC Agreement in respect of such Holder’s Class C Units (with each share of Acquiror Common Stock included in the Merger Consideration valued at $10.00) divided by (b) the aggregate dollar value of the Merger Consideration (with each share of Acquiror Common Stock included in the Merger Consideration valued at $10.00).

“Class C Units” means the Company Units designated as Class C Units under (and as defined in) the Company LLC Agreement.

“COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law.

“Code” means the U.S. Internal Revenue Code of 1986.

“Company Alternative Transaction” means any direct or indirect (a) sale, transfer, exchange or other disposition (including by way of merger, stock sale, contribution, recapitalization, liquidation or otherwise) of any or all of the Equity Securities (or securities convertible into the Equity Securities) of any Company Group Member, (b) the sale, transfer or other disposition of any of the assets of any Company Group Member that (i) are material to the Company Group, taken as a whole or (ii) constitute 20% or more of the assets of the

Company Group, taken as a whole (other than (1) the disposition of obsolete equipment in the ordinary course of business, (2) the sale or disposition of immaterial assets (excluding Intellectual Property Rights) by any Company Group Member in an amount not in excess of $250,000 in the aggregate) and (3) the sale of Bitcoin by any Company Group Member either in the ordinary course of business consistent with past practice or consistent with the annual budget included in the Company’s financial projections for 2021 and 2022 that have been made available to Acquiror), whether such sale is effected through an asset sale, license, lease arrangement or any other transaction arrangement or (c) any other proposed transaction similar in nature to the Transactions. Notwithstanding the foregoing or anything to the contrary herein, none of the Transactions shall constitute a Company Alternative Transaction.

“Company Disclosure Schedules” means the disclosure schedules to this Agreement delivered to Acquiror by the Company on the date of this Agreement.

“Company Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of the Company in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of the Company, and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to the Company pursuant to this Agreement or any Ancillary Document; provided, however, that “Company Expenses” shall not include any Acquiror Expenses.

“Company Fundamental Representations” means the representations and warranties set forth in the first sentence of Section 4.1(a) and the second sentence of Section 4.1(c) with respect to Griid Infrastructure LLC (Organization and Qualification), Section 4.2(a) and Section 4.2(b) (Capitalization), Section 4.3 (Authority), Section 4.5(a) and Section 4.5(b)(i) (Consents and Requisite Government Approvals; No Violations), Section 4.19 (Brokers) and Section 4.20(d) (Title to Assets).

“Company Group” means the Company and its Subsidiaries.

“Company Group Member” means the Company or one of its Subsidiaries, as applicable.

“Company Impairment Effect” means any Effect that would, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of the Company to consummate the Transactions.

“Company Intellectual Property” means the Company Owned Intellectual Property and Company Licensed Intellectual Property.

“Company Intellectual Property Agreements” means Company Inbound Licenses and Company Outbound Licenses.

“Company IRA Holders” means the parties listed on Section 1.1 of the Company Disclosure Schedules.

“Company IT Systems” means all information technology assets, Software, computer and information technology systems and infrastructure, servers, networks, devices, mobile devices, databases, websites, computer hardware and equipment, interfaces, platforms, telecommunications systems and related infrastructure and facilities, and peripherals that are owned, licensed, leased, used, or held for use, by any Company Group Member.

“Company Licensed Intellectual Property” means Intellectual Property Rights that are licensed, permitted for use or otherwise provided by a third party to any Company Group Member, including, for clarity, all Intellectual Property Rights subject to any Company Inbound Licenses.

“Company LLC Agreement” means that certain Limited Liability Company Agreement of the Company, dated as of November 23, 2021, by and among the Company and the Holders party thereto, as amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof.

“Company Material Adverse Effect” means, any Effect that, individually or in the aggregate, with any other Effect has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, results of operations or condition (financial or otherwise) of the Company Group, taken as a whole; provided, however, that in no event shall any of the following, alone or in combination, be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur under the preceding clause (i): (a) any change in applicable Laws (including Pandemic Measures) or GAAP or any official interpretation thereof after the date of this Agreement, (b) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, or any change generally affecting the economy or the industry in which any Company Group Member operates, (c) any change in the price or relative value of any digital currency or cryptocurrency, including but not limited to Bitcoin, (d) any change in trading volume of any digital currency or cryptocurrency, or any halt or suspension in trading of any such digital currency or cryptocurrency on any digital currency exchange, in each case including but not limited to Bitcoin, (e) the announcement or the execution of this Agreement, the pendency or consummation of the Merger or the performance of this Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company Group with customers, suppliers, licensors, distributors, partners, providers and employees (provided that the exception in this clause (e) shall not apply to the representations and warranties set forth in Section 4.5 to the extent that their purpose is to address the consequences resulting from the public announcement or pendency or consummation of the Transactions or the condition set forth in Section 7.2(a) to the extent it relates to such representations and warranties), (f) the compliance with the express terms of this Agreement or the taking of any action expressly required by this Agreement, (g) any strike, embargo, labor disturbance, riot, protests, cyberterrorism event, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire, meteorological event or other natural disaster, act of God or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19), (h) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, any Company Group Member operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel, and (i) any failure of the Company Group, taken as a whole, to meet any projections, forecasts or budgets (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (a) through (h)); provided that in the case of clauses (a), (b), (c), (d), (g) and (h) such Effects may be taken into account in determining the existence of a Company Material Adverse Effect to the extent (but only to the extent) that such Effects have had a disproportionate impact on the Company Group, taken as a whole, as compared to other industry participants in the industries or markets in which the Company Group operates.

“Company Owned Intellectual Property” means all Intellectual Property Rights that are owned or purported to be owned by any Company Group Member, including, for clarity, Company Registered Intellectual Property.

“Company Registered Intellectual Property” means all Registered Intellectual Property owned or purported to be owned by any Company Group Member.

“Company Software” means all proprietary Software owned or purported to be owned by any Company Group Member, including any under development.

“Company Units” means the Units (as defined in the Company LLC Agreement).

“Confidentiality Agreement” means that certain Non-Disclosure Agreement, dated as of July 1, 2021, between OpCo and Acquiror.

“Consent” means any notice, authorization, qualification, registration, filing, notification, waiver, order, consent, permit, clearance or approval to be obtained from, filed with or delivered to, a Governmental Entity or other Person.

“Contract” or “Contracts” means any agreement, contract, subcontract license, lease, sublease, obligation, undertaking or other commitment or arrangement that is legally binding upon a Person or any of its properties or assets.

“Contractor” means any individual who performed services as an independent contractor, consultant, or freelancer used by any Company Group Member at any point during the prior three (3) years.

“Copyrights” has the meaning set forth in the definition of Intellectual Property Rights.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“Effect” means any event, change, effect, occurrence, circumstance or development.

“Employee Benefit Plan” means each (a) “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA); and (b) stock option plan, stock purchase plan, or any other equity or equity-based compensation; bonus or incentive plan; severance pay plan, program, or arrangement; deferred compensation arrangement or agreement; employment agreement; compensation plan, program, agreement, or arrangement; change in control plan, program, or arrangement; supplemental income arrangement; retention; retirement; welfare; vacation; fringe benefit; or other compensation or employee benefit plan, program, policy, agreement, or arrangement not described in (a), in each case that any Company Group Member maintains, sponsors or contributes to or has any obligation to contribute to, or under or with respect to which the Company has any Liability, contingent or otherwise (including as an ERISA Affiliate).

“Environmental Laws” means all Laws and Orders concerning pollution, protection of the environment (including natural resources) or human health or safety, or the use, storage, emission, distribution, transport, handling, disposal or release of, or exposure of any Person to, Hazardous Substances.

“Equity Securities” means, with respect to any Person, (a) any share of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interest in, any such Person, (b) any securities of such Person convertible into or exchangeable for cash or shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person, (c) any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any shares of capital or capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person, (d) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock, equity or equity-based rights or similar securities or rights issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting securities of, other ownership interests in, or any business, products or assets of, such Person and (e) any securities issued or issuable with respect to the securities or interests referred to in clauses (a through (d) above in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any entity, trade or business that is, or at any applicable time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the Company.

“Ex-Im Laws” means all U.S. and non-U.S. Laws relating to export, reexport, transfer, and import controls, including the Arms Export Control Act (22 U.S.C. § 1778), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1706), the Export Control Reform Act (50 U.S.C. §§ 4801-4852), Section 999 of the Internal Revenue Code, Title 19 of the U.S. Code, the Export Administration Regulations (15 C.F.R. Parts 730-774), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), the U.S. customs regulations (19 C.F.R. Chapter 1), the Foreign Trade Regulations (15 C.F.R. Part 30), and EU Council Regulation No. 2021/821.

“Exchange Act” means the Securities Exchange Act of 1934.

“Federal Securities Laws” means U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder.

“Fraud” with respect to any Party, means actual common law fraud by such Party, as determined under the Laws of the State of Delaware, through the making of a specific representation or warranty expressly set forth in Article 4 or Article 5 of this Agreement, as applicable, or any certificate delivered hereunder.

“GAAP” means United States generally accepted accounting principles.

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or other organizational documents of such Person. For example, the “Governing Documents” of a U.S. corporation are its certificate or articles of incorporation and by-laws, the “Governing Documents” of a U.S. limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a U.S. limited liability company are its operating or limited liability company agreement and certificate of formation.

“Governmental Entity” means any (a) federal, state, local, municipal, provincial, transnational or other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal (public or private).

“Hazardous Substance” means material, substance or waste that is listed, regulated, or otherwise defined as “hazardous,” “toxic,” or “radioactive,” or as a “pollutant” or “contaminant” (or words of similar intent or meaning), or for which standards of conduct or Liability may be imposed, under Environmental Laws, including petroleum, petroleum by-products, mold, asbestos or asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, flammable or explosive substances, or pesticides.

“Holders” means all Persons who hold one or more Company Units prior to the Effective Time.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Indebtedness” means, with respect to any Person as of any time, without duplication, (a) the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, all indebtedness for borrowed money of such Person or indebtedness issued by such Person in substitution or exchange for borrowed money, (b) all indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, in each case, as of such time of such Person, (c) all obligations for the deferred purchase price of property or assets, including “earn-outs” and “seller notes” or other services (other than trade payables incurred in the ordinary course of business that are not past due), (d) all obligations as lessee that are required to be

capitalized in accordance with GAAP prior to giving effect to Accounting Standards Codification 842 (and shall only include leases characterized as capital leases in accordance with GAAP prior to giving effect to Accounting Standards Codification 842), (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (h) all obligations of the type referred to in clauses (a) through (g) of this definition of any other Person, the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations.

“Intellectual Property Rights” means all intellectual property and other proprietary rights (including with respect to technology) created, arising, or protected under applicable Law (or any other similar statutory provision or common law doctrine in the United States or anywhere else in the world), including all: (a) patents, patent applications, patent disclosures, and inventions and all improvements thereto (whether or not patentable or reduced to practice), and all reissues, continuations, continuations-in-part, revisions, divisional, extensions, and reexaminations in connection therewith (collectively, “Patents”); (b) trademarks, service marks, trade names, service names, trade dress and logos, together with the goodwill of the business associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing (collectively, “Marks”); (c) copyrights and all works of authorship, whether or not registered, and all registrations, applications, renewals, extensions and reversions of any of any of the foregoing (collectively, “Copyrights”); (d) internet domain names; (e) intellectual property rights in Software; and (f) trade secrets, and any other intellectual property and proprietary rights in know-how, technologies, data, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications and confidential and proprietary information.

“Investment Company Act” means the Investment Company Act of 1940.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Law” means any federal, state, local, foreign, national or supranational statute, law (including common law), act, ordinance, treaty, rule, code, regulation or other binding directive issued, promulgated or enforced by a Governmental Entity.

“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by any Company Group Member.

“Letter of Transmittal” means the letter of transmittal in a form mutually agreeable to Acquiror and the Company.

“Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law, Proceeding or Order and those arising under any Contract.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien, easement, license or sub-license, charge, option, right of first refusal, or other similar encumbrance or interest (including, in the case of any Equity Securities, any voting, transfer or similar restrictions).

“Marks” has the meaning set forth in the definition of Intellectual Property Rights.

“Merger Consideration” means 308,100,000 shares of Acquiror Common Stock.

“Multiemployer Plan” has the meaning set forth in Sections 3(37) or 4001(a)(3) of ERISA.

“NYSE” means the New York Stock Exchange, Inc.

“Open Source Materials” means any Software, coding and other materials that are distributed as “free software” (as defined by the Free Software Foundation), “open source software” (meaning software distributed under any license approved by the Open Source Initiative as set forth at www.opensource.org) or under similar licensing or distribution terms (such as the Creative Commons licenses, GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL), the Apache License and any license identified as an open source license by the Open Source Initiative (www.opensource.org)).

“Order” means any outstanding writ, order, judgment, injunction, decision, determination, award, ruling, subpoena, verdict or decree entered, issued or rendered by any Governmental Entity.

“Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Company Group Member.

“Pandemic Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive, guidelines or recommendations by any Governmental Entity in each case in connection with or in response to COVID-19, including the CARES Act.

“Patents” has the meaning set forth in the definition of Intellectual Property Rights.

“Permits” means any approvals, authorizations, clearances, licenses, registrations, permits or certificates of a Governmental Entity.

“Permitted Liens” means (a) statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens that arise in the ordinary course of business, that relate to amounts not yet due and payable or that are being contested in good faith through appropriate Proceedings, in each case only to the extent appropriate reserves have been established in accordance with GAAP, (b) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (c) Liens for Taxes not yet due and payable or which are being contested in good faith through appropriate Proceedings and for which appropriate reserves have been established in accordance with GAAP, (d) all exceptions and exclusions set forth in any title reports or commitments with respect to the Real Property, and (e) (1) matters that would be disclosed by an inspection or accurate survey of the Real Property, (2) all building, land use, entitlement and zoning codes, Environmental Laws and other applicable Laws heretofore, now or hereafter enacted, made or issued, (3) all matters of title that are recorded, and (4) other Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions) of record that, as to subclauses (1), (2), (3) and (4), (i) do not or would not, individually or in the aggregate, materially interfere with the uses or occupancy of such real property as such real property is currently used or occupied, and (ii) do not or would not, individually or in the aggregate, materially detract from the current value of such real property.

“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity.

“Personal Information” means, in addition to any definition for any similar term (e.g., “personal data” or “personally identifiable information”) provided by applicable Privacy Laws, data or information in any medium

that alone or in combination with other information allows the identification of an individual, including by way of example: name, street address, telephone number, e-mail address, photograph, social security number, bank account number, pin code, race, gender, religion, political affiliation, sexual orientation, driver’s license number, passport number or customer or account number, IP address, any persistent identifier, any information combined with any of the foregoing, and any data collected from any user of any Company Group Member website or user applications.

“Pre-Closing Acquiror Stockholders” means the holders of Acquiror Common Stock immediately prior to the Effective Time.

“Privacy Laws” means all (a) applicable Laws relating to the Processing of Personal Information, privacy, data protection, data security, data or security breach notification, including, to the extent applicable, the California Online Privacy Protection Act, the California Consumer Privacy Act, the Health Insurance Portability and Accountability Act of 1996 and state Laws concerning the privacy or security of health information, the CAN-SPAM Act, the Telephone Consumer Protection Act and other Laws regulating the use of Personal Information for marketing purposes; (b) all applicable Laws, rules, guidelines and regulations concerning the security of the Company Group’s products, services and Company IT Systems; (c) all Contracts to which any Company Group Member is a party or is otherwise bound that relate to Personal Information or protecting the security or privacy of information or Company IT Systems; (d) the Company Group’s internal and posted policies and notices relating to Personal Information and the privacy and the security of the Company Group’s products, services, Company IT Systems and Business Data; and (e) to the extent applicable, the Payment Card Information Data Security Standards and any industry self-regulatory principles regarding direct marketing, telemarketing, and online behavioral advertising.

“Proceeding” means any lawsuit, litigation, action, proceeding, suit, investigation, arbitration or mediation (in each case, whether civil, criminal or administrative and whether public or private) pending by or before any Governmental Entity.

“Process” (or “Processing” or “Processes”) means any operation or set of operations, such as the collection, recording, organization, use, storage, adaptation or alteration, retrieval, consultation, recording, distribution, transfer, import, export, disposal, disclosure, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction, performed upon Personal Information or other Business Data, whether electronically, automatically, or in any other form or medium.

“Real Property” means the Owned Real Property and the Leased Real Property.

“Real Property Leases” means all leases, sub-leases, licenses, sub-licenses or other agreements, in each case, pursuant to which the Company Group leases, sub-leases, uses or occupies any real property and all amendments, modifications and supplements thereto.

“Registered Intellectual Property” means all currently issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, pending applications for registration of Copyrights, and Internet domain name registrations and all other Intellectual Property Rights registered or applied for with a Governmental Entity (e.g., USPTO, WIPO, etc.).

“Registration Statement” means the Registration Statement on Form S-4, or other appropriate form determined by the Parties, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by Acquiror under the Securities Act with respect to the Acquiror Common Stock to be issued pursuant to this Agreement.

“Representatives” means with respect to a Person, such Person’s directors or managers, officers, employees, and legal, financial, internal and independent accounting and other advisors and representatives.

“Sale” has the meaning ascribed to such term in the Company LLC Agreement.

“Sanctions Laws” means all U.S. and non-U.S. Laws relating to economic or trade sanctions, including the Laws and regulations administered or enforced by the United States (including by the U.S. Department of the Treasury, Office of Foreign Assets Control or the U.S. Department of State), the United Nations Security Council, the European Union, and the United Kingdom.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Schedules” means, collectively, the Company Disclosure Schedules and the Acquiror Disclosure Schedules.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933.

“Security Incident” means (a) any unauthorized access, acquisition, interruption, alteration or modification, loss, theft, corruption or other unauthorized Processing of Personal Information or other Business Data, (b) inadvertent, unauthorized, or unlawful sale, or rental of Personal Information or other Business Data, or (c) any breach of the security of or other unauthorized access to or use of or other compromise to the integrity or availability of the Company IT Systems.

“Securities Laws” means Federal Securities Laws and other applicable foreign and domestic securities or similar Laws.

“Software” means any and all (a) computer programs (including any and all software implementations of algorithms, models and methodologies), assemblers, applets, compilers, interfaces, applications, utilities, diagnostics and embedded systems, tools, firmware, and computations, each of the forgoing in any form or format; and (b) documentation related to the foregoing, such as user manuals, training materials, flowcharts, and other work product used to design, plan, organize, develop or operate any of the foregoing and, to the extent embodied in any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons.

“Sponsor” means Adit EdTech Sponsor, LLC.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other legal entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of the preceding clause (b), a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“Tax” means any federal, state, local or non-U.S. income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, communication, mortgage, profits, license, lease, service, goods and services,

withholding, premium, turnover, escheat, unclaimed property, windfall profits or other taxes of any kind whatever, or any charge of any kind in the nature of (or similar to) taxes, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties, additions to tax, or additional amounts imposed by any Governmental Entity with respect thereto, whether disputed or not.

“Tax Authority” means any Governmental Entity responsible for the assessment, collection or administration of Taxes or Tax Returns.

“Tax Return” means returns, information returns, statements, declarations, or claims for refund, together with any schedules thereto or amendments thereof, relating to Taxes filed or required to be filed with any Governmental Entity.

“Third Party Service Provider” shall mean a Person other than any Company Group Member or any employee of any Company Group Member that provides outsourcing or other data or IT-related services for any Company Group Member, including any such Person that a Company Group Member engages to Process Personal Information on behalf of the Company Group or to develop Software on behalf of any Company Group Member.

“Transactions” means the transactions contemplated by this Agreement and the Ancillary Documents, including the Merger.

“Transfer Tax” means any direct or indirect transfer (including real estate transfer), sales, use, stamp, documentary, registration, conveyance, recording, or other similar Taxes or governmental fees (and any interest, penalty, or addition with respect thereto) payable as a result of the consummation of the Transactions.

“Trust Account” means the account established by Acquiror for the benefit of its public stockholders pursuant to the Trust Agreement.

“Unpaid Acquiror Expenses” means the Acquiror Expenses that are unpaid as of the relevant determination date.

“Unpaid Company Expenses” means the Company Expenses that are unpaid as of the relevant determination date.

“WARN Act” means the Worker Adjustment Retraining and Notification Act of 1988, as well as analogous applicable foreign, state or local Laws.

“Willful Breach” means an intentional and willful breach, or an intentional and willful failure to perform, in each case that is the consequence of an act or omission by a Party with the knowledge that the taking of such act or failure to take such act would cause a breach of this Agreement.

Section 1.2 Certain Defined Terms. Each of the following terms is defined in the Section set forth opposite such term:


Term		Section
Acquired Surviving Company Units		Section 3.2
Acquiror		Introduction
Acquiror A&R Certificate of Incorporation		Section 2.6
Acquiror Board		Recitals
Acquiror Board Recommendation		Section 6.8(a)
Acquiror Bylaws		Section 2.6
Acquiror D&O Persons		Section 6.13(a)
Acquiror Financial Statements		Section 5.11(c)
Acquiror Preferred Stock		Section 5.5(a)


Term		Section
Acquiror Related Party		Section 5.7
Acquiror Related Party Transactions		Section 5.7
Acquiror Stockholders Meeting		Section 6.8(a)
Additional SEC Reports		Section 5.15
Agreement		Introduction
Allocation Statement		Section 3.3
Blockchain		Section 3.1(e)
Blockchain Warrant		Section 3.1(e)
Certificate of Merger		Section 2.1(a)
Closing		Section 2.3
Closing Date		Section 2.3
Closing Filing		Section 6.4(b)
Closing Press Release		Section 6.4(b)
Company		Introduction
Company D&O Persons		Section 6.14(a)
Company Financial Statements		Section 4.4(a)
Company Inbound Licenses		Section 4.12(c)
Company Outbound Licenses		Section 4.12(c)
Company Related Party		Section 4.21
Company Related Party Transactions		Section 4.21
Company Subsidiaries		Section 4.1(c)
Company VA Holders		Recitals
Creator		Section 4.12(d)
DGCL		Recitals
DLLCA		Recitals
Effective Time		Section 2.3
Enforceability Exceptions		Section 4.3
Equity Plan LLC		Recitals
Equity Plan LLC Agreement		Recitals
Exchange Agent		Section 3.4(a)
Holder Written Consent		Section 6.21
Holder Written Consent Deadline		Section 6.21
Intended Tax Treatment		Section 6.5(a)
Investor Rights Agreement		Recitals
Material Contractor		Section 4.16(i)
Material Contracts		Section 4.7(a)
Material Permits		Section 4.6
Material Suppliers		Section 4.22
Merger		Section 2.1(a)
Merger Sub		Introduction
Misuse		Section 4.13(e)
Modified Intended Tax Treatment		Section 6.5(a)
New Equity Incentive Plan		Section 6.8(b)
OpCo		Recitals
Party		Introduction
Parties		Introduction
PCAOB		Section 6.7(a)
Pre-Closing Flow-Through Tax Item		Section 6.5(c)
Pre-Closing Flow-Through Tax Return		Section 6.5(c)
Profits Interests Plan		Recitals
Proxy Statement		Section 6.7(b)


Term		Section
Required Transaction Proposals		Section 6.8(a)
Section 16(b)		Section 6.18
Signing Filing		Section 6.4(b)
Signing Press Release		Section 6.4(b)
Surviving Company		Section 2.1(b)
Surviving Company A&R LLCA		Section 2.4
Tax Opinion		Section 6.5(g)
Tax Positions		Section 6.5(b)
Termination Date		Section 8.1(d)
Trade Controls		Section 4.14(a)
Transaction Litigation		Section 6.20
Troutman		Section 6.5(g)
Trust Agreement		Section 5.6
Trustee		Section 5.6
Voting Agreement		Recitals

ARTICLE 2

MERGER; CLOSING

Section 2.1 Merger.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company being the surviving company (the “Merger”). The Merger shall be evidenced by a Certificate of Merger between Merger Sub and the Company in substantially the form of Annex C hereto (the “Certificate of Merger”).

(b) Upon consummation of the Merger at the Effective Time, the separate limited liability company existence of Merger Sub shall cease and the Company, as the surviving company of the Merger (the “Surviving Company”), shall continue its limited liability company existence under the DLLCA.

Section 2.2 Effects of the Merger. From and after the Effective Time, the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Merger Sub and the Company, all as provided under the DLLCA.

Section 2.3 Closing; Effective Time. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Covington & Burling LLP, The New York Times Building, 620 Eighth Avenue, New York, NY 10018 or by electronic exchange of fully-executed agreements, commencing at 10:00 a.m., New York City time, on the date which is not later than three (3) Business Days after the date on which all conditions set forth in Article 7 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other date, time and place as Acquiror and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. Subject to the satisfaction or waiver of all of the conditions set forth in Article 7, the Acquiror Parties and the Company shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the DLLCA on the Closing Date. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Acquiror and the Company in writing and specified in the Certificate of Merger (the “Effective Time”).

Section 2.4 Certificate of Formation and Limited Liability Agreement of the Surviving Company. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub or the Company,

the certificate of formation of the Company shall become the certificate of formation of the Surviving Company, and shall be the certificate of formation of the Surviving Company until thereafter amended as provided therein and under the DLLCA. The Parties shall take all actions necessary so that the limited liability company agreement of the Surviving Company shall be amended and restated substantially in the form attached as Annex D hereto (the “Surviving Company A&R LLCA”), and the Surviving Company A&R LLCA shall be the limited liability company agreement of the Surviving Company until thereafter amended as provided therein and under the DLLCA.

Section 2.5 Managers and Officers of the Surviving Company. At the Effective Time, Acquiror shall be the sole member of the Surviving Company (and all members of the board of managers of the Company immediately prior to the Effective Time shall be removed as of the Effective Time). The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the Surviving Company A&R LLCA until the earlier of his or her resignation or removal or he or she otherwise ceases to be an officer or until his or her respective successor is duly elected and qualified, as the case may be.

Section 2.6 Governing Documents of Acquiror. At the Effective Time, Acquiror shall amend and restate (a) the Acquiror Certificate of Incorporation to be substantially in the form of Annex E attached hereto, and as so amended and restated, shall be the certificate of incorporation of Acquiror until thereafter supplemented or amended in accordance with its terms and the DGCL (the “Acquiror A&R Certificate of Incorporation”), and (b) the bylaws of Acquiror to be substantially in the form of Annex F attached hereto, and as so amended and restated, shall be the bylaws of Acquiror until thereafter supplemented or amended in accordance with its terms, the Acquiror A&R Certificate of Incorporation, and the DGCL (the “Acquiror Bylaws”).

ARTICLE 3

EFFECTS OF THE MERGER ON EQUITY SECURITIES; ADJUSTMENT

Section 3.1 Conversion of Units.

(a) At the Effective Time, by virtue of the Merger and without any action on the part of the Acquiror Parties, the Company or any Holder, each Company Unit that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the right to receive a proportionate share of the Merger Consideration, as determined pursuant to this Section 3.1. As of the Effective Time, all such Company Units shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each Holder shall thereafter cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 3.1.

(b) Each Holder of a Class A Unit shall be entitled to receive its Class A Proportionate Interest of the Merger Consideration.

(c) Each Holder of a Class B Unit shall be entitled to receive its Class B Proportionate Interest of the Merger Consideration.

(d) Each Holder of a Class C Unit shall be entitled to receive its Class C Proportionate Interest of the Merger Consideration, subject to Section 3.1(f) below.

(e) Immediately prior to the Effective Time, the Warrant to Purchase Class B Units (the “Blockchain Warrant”), issued by OpCo to Blockchain Access UK Ltd (“Blockchain”), effective as of July 1, 2020, shall be deemed exercised, and the Company shall deliver to Blockchain that number of fully paid and nonassessable Class B Units as is determined according to the formula set forth in Section 2(c) of the Blockchain Warrant. Therefore, for purposes of this Agreement, Blockchain shall be treated as a Holder of Class B Units and shall be

entitled to receive its Class B Proportionate Interest of the Merger Consideration with respect to the Class B Units issuable under the Blockchain Warrant as set forth in Section 3.1(c). At least ten (10) days prior to the Closing Date, the Company shall provide Blockchain with notice of the Transactions in accordance with Section 9(a) of the Blockchain Warrant. The Company and the board of managers of the Company agree to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such acts, instruments, and assurances as may be required to effectuate the treatment of the Blockchain Warrant as described in this Section 3.1(e).

(f) Immediately prior to the Effective Time, the Company, as Managing Member of Equity Plan LLC, will dissolve and liquidate Equity Plan LLC and distribute to the members of Equity Plan LLC all of the Class C Units held by Equity Plan LLC in accordance with the terms of the Equity Plan LLC Agreement. If and to the extent the Incentive Units held by any members of Equity Plan LLC with respect to which the Class C Units are distributed are not vested in full at such time, the Class C Units that are received in exchange for such unvested Incentive Units will be subject to the same terms and conditions, including vesting, to which such unvested Incentive Units were subject. All Class C Units received by the Company as the holder of Common Units in Equity Plan LLC will be cancelled and no longer outstanding. Therefore, for purposes of this Agreement, each former holder of Incentive Units granted under the Profits Interests Plan shall be treated as a Holder of Class C Units and shall be entitled to receive such Holder’s Class C Proportionate Interest of the Merger Consideration with respect to the Class C Units received in exchange for such Holder’s Incentive Units in Equity Plan LLC as set forth in Section 3.1(d); provided, however, if and to the extent the Class C Units received by any former member of Equity Plan LLC in exchange for that member’s unvested Incentive Units are not vested in full at the Effective Time, the Class C Proportionate Interest of the Merger Consideration that is received by such member in exchange for unvested Class C Units will be subject to the same terms and conditions, including vesting, to which such unvested Class C Units were subject. The Profits Interest Plan shall be terminated contemporaneously with the dissolution of Equity Plan LLC, and no further Incentive Units will be granted thereunder. The Company agrees to use commercially reasonable efforts to cause the Holders of Class C Units to agree to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, consented to and delivered all such acts, instruments, and assurances as may be required to effectuate the treatment of the Incentive Units, the Class C Units and the Class C Proportionate Interest of the Merger Consideration as described in this Section 3.1(f). The Company also agrees to use commercially reasonable efforts to cause the Holders of the Class C Units to file timely Section 83(b) elections with respect to the receipt of both the Class C Units received in exchange for such Holder’s unvested Incentive Units and the Class C Proportionate Interest of the Merger Consideration received in exchange for such Holder’s unvested Class C Units.

Section 3.2 Merger Sub Interests. At the Effective Time, by virtue of the Merger and without any action on the part of the Acquiror Parties or the Company, the limited liability company membership interests of Merger Sub shall be converted into an equivalent limited liability company membership interest of the Surviving Company (the “Acquired Surviving Company Units”), and Acquiror shall be admitted as the sole member of the Surviving Company.

Section 3.3 Allocation Statement. No later than 12:00 p.m., New York City, time on the fifth (5^th) Business Day prior to the Closing Date, the Company shall deliver to Acquiror an allocation statement (the “Allocation Statement”) setting forth (a) each Holder’s Class A Proportionate Interest, Class B Proportionate Interest, and Class C Proportionate Interest, as applicable, and (b) the allocation of the Merger Consideration among the Holders. Notwithstanding anything to the contrary in this Agreement, the Acquiror Parties and, following the Closing, the Surviving Company and its Subsidiaries, shall be entitled to rely on, without any obligation to investigate or verify the accuracy or correctness thereof, the Allocation Statement (including all determinations therein), and no Holder shall be entitled to any amount in excess of the amounts to be paid to such Holder in accordance with this Agreement and the Allocation Statement. The Allocation Statement shall be prepared in accordance with Section 12.02(f) and Section 5.02 of the Company LLC Agreement.

Section 3.4 Payment; Letter of Transmittal.

(a) At or promptly following the Effective Time, Acquiror shall deposit, or cause to be deposited, with an exchange agent (the “Exchange Agent”) as mutually agreed by Acquiror and the Company, evidence of shares of Acquiror Common Stock (and/or certificates representing such shares of Acquiror Common Stock, at Acquiror’s election) representing the number of shares of Acquiror Common Stock sufficient to deliver the Merger Consideration.

(b) At least three (3) Business Days prior to the Closing Date, the Company or the Exchange Agent shall mail or otherwise deliver to each Holder a Letter of Transmittal (including any required certifications), which shall (i) specify, among other things, that delivery shall be effected, and risk of loss and title to the Company Units shall pass, only upon delivery of the Letter of Transmittal to the Exchange Agent, but in no event shall risk of loss and title to such Holder’s Company Units pass prior to the Effective Time, and (ii) include a waiver and release of claims in substantially the form of Annex G. No Holder shall be entitled to receive any portion of the Merger Consideration unless such Holder has delivered a properly completed and executed Letter of Transmittal (including any required certifications) to the Exchange Agent and, in the case of any Holder of Class C Units, such Holder has taken all actions required to be taken to effect the treatment of such Holder’s Incentive Units, Class C Units and Class C Proportionate Interest as is described in Section 3.1(f). With respect to any Holder that delivers a properly completed and executed Letter of Transmittal (including any required certifications) to the Exchange Agent at or prior to the Effective Time and, in the case of any Holder of Class C Units, takes all actions required to be taken to effect the treatment of such Holder’s Incentive Units, Class C Units and Class C Proportionate Interest as is described in Section 3.1(f), Acquiror shall instruct the Exchange Agent to issue such Holder the portion of the Merger Consideration to which such Holder is entitled pursuant to Section 3.1 at or promptly after the Closing. With respect to any Holder that delivers a properly completed and executed Letter of Transmittal to the Exchange Agent after the Effective Time and, in the case of any Holder of Class C Units, takes all actions required to be taken to effect the treatment of such Holder’s Incentive Units, Class C Units and Class C Proportionate Interest as is described in Section 3.1(f), Acquiror shall instruct the Exchange Agent to issue such Holder the portion of the Merger Consideration to which such Holder is entitled pursuant to Section 3.1 promptly following the Exchange Agent’s receipt of such documents. From and after the Effective Time, there shall be no further registration of transfers of Company Units on the transfer books of the Surviving Company.

(c) If any Merger Consideration is to be issued to a Person other than the Holder in whose name the transferred Company Units in book-entry form is registered, it shall be a condition to the issuance of such Merger Consideration that (i) such Company Units in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of Company Units in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

(d) No interest will be paid or accrued on the Merger Consideration (or any portion thereof). From and after the Effective Time, until surrendered in accordance with this Section 3.4, each Company Unit shall solely represent the right to receive the Merger Consideration to which such Company Unit is entitled to receive pursuant to Section 3.1.

(e) Notwithstanding anything to the contrary contained herein, no fraction of a share of Acquiror Common Stock will be issued by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Acquiror Common Stock (after aggregating all shares of Acquiror Common Stock to which such Person otherwise would be entitled) shall instead have the number of shares of Acquiror Common Stock issued to such Person rounded down to the nearest whole share of Acquiror Common Stock.

Section 3.5 Exchange Agent. Promptly following the earlier of (a) the date on which the entire Merger Consideration has been issued and (b) the date which is twelve (12) months after the Effective Time, Acquiror shall instruct the Exchange Agent to deliver to Acquiror any remaining portion of the Merger Consideration, Letters of Transmittal, and other documents in its possession relating to the Transactions, and the Exchange Agent’s duties shall terminate. Thereafter, each Holder may look only to Acquiror (subject to applicable abandoned property, escheat or other similar Laws), as general creditors thereof, for satisfaction of its claim for Merger Consideration that such Holder may have the right to receive pursuant to this Article 3 without any interest thereon.

Section 3.6 No Liability; Withholding.

(a) None of Acquiror, the Surviving Company or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto.

(b) Notwithstanding anything herein to the contrary, each of Acquiror, the Surviving Company and the Exchange Agent (without duplication) and any of their Affiliates shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under any applicable Law. Any amounts so deducted and withheld in accordance with this Section 3.6(b) shall be paid over to the appropriate Governmental Entity in accordance with applicable Law and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

(c) If a Holder is not a U.S. person, the Holder will provide a duly executed and properly completed certificate substantially in the form described in Treasury Regulations Section 1.1446(f)-2(b)(6)(i) that is reasonably acceptable to Acquiror, in which case no withholding will be required, or the form described in Treasury Regulation Section 1.1446(f)-2(c)(4)(v), in which case withholding will be based on such form and the information contained therein.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

Subject to Section 9.8, except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to the Acquiror Parties, as of the date of this Agreement and as of the Closing Date, as follows:

Section 4.1 Organization and Qualification.

(a) The Company has been duly organized, is validly existing as a limited liability company and is in good standing under the Laws of the State of Delaware and has the power and authority to own, operate and lease its properties, rights and assets and to carry on the Business as presently conducted. True and complete copies of the Governing Documents of each Company Group Member have been made available to Acquiror, in each case, as amended and in effect as of the date of this Agreement. The Governing Documents of each Company Group Member are in full force and effect, and no Company Group Member is in breach or violation of any provision set forth in its Governing Documents.

(b) The Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good

standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the Business, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect or a Company Impairment Effect.

(c) The Subsidiaries of the Company, together with details of their respective jurisdiction of incorporation or organization, are set forth on Section 4.1(c) of the Company Disclosure Schedules (the “Company Subsidiaries”). The Company Subsidiaries have been duly formed or organized, are validly existing under the laws of their jurisdiction of incorporation or organization and have the requisite power and authority to own, operate and lease their properties, rights and assets and to conduct their business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, be reasonably expect to have a Company Material Adverse Effect or a Company Impairment Effect.

Section 4.2 Capitalization.

(a) Section 4.2(a) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Company Group Member authorized and issued and outstanding, and (ii) the identity of the Persons that are the record and beneficial owners thereof. All of the outstanding Company Units and all outstanding Equity Securities of the Company Subsidiaries have been duly authorized and validly issued and are fully paid and, in the case of any Company Subsidiary that is a corporation, non-assessable. Except as set forth on Section 4.2(a) of the Company Disclosure Schedules, there are no Equity Securities of any Company Group Member authorized, reserved, issued or outstanding. The outstanding Company Units and all outstanding Equity Securities of the Company Subsidiaries (A) were not issued in violation of the Governing Documents of any Company Group Member or any other Contract to which any Company Group Member is party or bound, (B) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws, and (D) are free and clear of all Liens (other than transfer restrictions under applicable Securities Law and the applicable Company Group Member’s Governing Documents). No Company Group Member has any outstanding or is a party to any (x) equity appreciation or profit participation rights or (y) options, restricted stock, profits interests, phantom stock, warrants, bonds, notes, debentures or other instruments of Indebtedness, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts, in the case of each of clause (x) and (y), that would require any Company Group Member to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Company Group Member. There are no Equity Securities, instruments of Indebtedness or other rights or Contracts that entitle the holder thereof to vote on any matter submitted to the equity holders of any Company Group Member except as set forth on Section 4.2(a) of the Company Disclosure Schedules. Except as set forth in the Company LLC Agreement, no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Group Member. No Company Group Member is a party to any voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company Units (other than the Company LLC Agreement) or any Equity Securities of any Company Subsidiary.

(b) Except as set forth on Section 4.2(a) of the Company Disclosure Schedules, no Company Group Member owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any Person or the right to acquire any such Equity Securities, and no Company Group Member is a partner or member of any partnership, limited liability company or joint venture (other than any other Company Group Member).

Section 4.3 Authority. The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery of this Agreement, the Ancillary Documents to which the Company is or will be a party and the consummation of the Transactions have been duly authorized by the board of managers of the Company and the Holders, and no other limited liability company action on the part of any Company Group Member is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Documents to which the Company is (or will be) a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the Transactions. This Agreement and each Ancillary Document to which the Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the Company and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Company (assuming that this Agreement and the Ancillary Documents to which the Company is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity (“Enforceability Exceptions”).

Section 4.4 Financial Statements; Undisclosed Liabilities.

(a) Section 4.4(a) of the Company Disclosure Schedules sets forth a true and complete copy of (i) the audited consolidated balance sheets of the Company Group as of December 31, 2019 and December 31, 2020 and the related audited consolidated statements of operations, and members’ equity (deficit) and cash flows of the Company Group for each of the years then ended and (ii) the unaudited consolidated balance sheet and the related statement of operations, and members’ equity (deficit) and cash flows of the Company as of September 30, 2021 (collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) (A) were prepared in conformity with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly present in all material respects the financial position, results of operations and cash flows of the Company as at the dates thereof and for the periods indicated therein, except as otherwise specifically noted therein and, in the case of the unaudited Company Financial Statements, subject to normal and recurring year-end adjustments as permitted by GAAP that are not material to the Company Group, and (C) in the case of the audited Company Financial Statements, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors.

(b) No Company Group Member has any Liabilities that are not reflected or adequately reserved for on the Company Financial Statements, except (i) for Liabilities incurred in the ordinary course of business since December 31, 2020 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (ii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents or the consummation of the Transactions, (iii) as set forth on Section 4.4(b) of the Company Disclosure Schedules, or (iv) for Liabilities that are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Company Group Members, taken as a whole.

(c) The Company has established and maintains a system of internal accounting controls that is designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in conformity with GAAP and to maintain accountability for the Company’s assets, and (iii) material information is communicated to management as appropriate.

(d) Except as set forth on Section 4.4(d) of the Company Disclosure Schedules, since January 1, 2019, no Company Group Member has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of such Company Group Member, (ii) a “material weakness” in the internal controls over financial reporting of such Company Member or (iii) fraud, whether or not material, that involves management or other employees of any Company Group Member who have a significant role in the internal controls over financial reporting of any Company Group Member.

(e) No Company Group Member is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among any Company Group Member, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, any Company Group Member in the Company Financial Statements.

(f) As of the date hereof, the Company Group Members only have Indebtedness as set forth on Section 4.4(f) of the Company Disclosure Schedules.

Section 4.5 Consents and Requisite Governmental Approvals; No Violations.

(a) No Consent of or with any Governmental Entity is required on the part of any Company Group Member with respect to the Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Company is or will be party or the consummation of the Transactions, except for (i) applicable requirements under the Antitrust Laws, (ii) the filing of the Certificate of Merger in accordance with the DLLCA, or (iii) any other Consents the absence of which would not, individually or in the aggregate, be material to the Company Group, taken as a whole, or would not have a Company Impairment Effect.

(b) None of the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is or will be a party or the consummation of the Transactions will (i) contravene or conflict with any provision of the Company’s Governing Documents, (ii) except as set forth on Section 4.5(b) of the Company Disclosure Schedules, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, Consent, cancellation, amendment, modification, suspension, revocation, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Material Contract or any Permit held by any Company Group Member, (iii) violate, or constitute a breach under, any Order or applicable Law to which any Company Group Member or any of its or their respective properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of any Company Group Member, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, or would not have a Company Impairment Effect.

Section 4.6 Permits. The Company Group Members hold, and since January 1, 2019, have held all Permits that are required to own, lease or operate its properties and assets and to conduct the Business, except where the failure to hold or obtain the same would not, individually or in the aggregate, be material to the Company Group, taken as a whole (the “Material Permits”). Each Material Permit is in full force and effect in accordance with its terms, no written notice of revocation, cancellation or termination of any Material Permit has been received by any Company Group Member since January 1, 2019 that has not been withdrawn and no Proceeding in respect of

any violation of any Material Permit by any Company Group Member is pending or, to the Company’s knowledge, threatened against any Company Group Member.

Section 4.7 Material Contracts.

(a) Section 4.7(a) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of the following Contracts to which any Company Group Member is a party (together with all material amendments, waivers or other changes thereto) (each Contract required to be set forth on Section 4.7(a) of the Company Disclosure Schedules and each Contract required to be set forth on Section 4.12(c) of the Company Disclosure Schedules or Section 4.21 of the Company Disclosure Schedules, collectively, the “Material Contracts”):

(i) any Contract relating to Indebtedness or any Contract requiring any Company Group Member to guarantee the Liabilities of any Person (other than a Company Group Member) or pursuant to which any Person (other than a Company Group Member) has guaranteed the Liabilities of a Company Group Member;

(ii) any Contract for the disposition of any portion of the assets or business of any Company Group Member or for the acquisition by a Company Group Member of the assets or business of any other Person, or under which a Company Group Member has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation, in each case, other than Contracts solely for the sale of obsolete equipment;

(iii) any Contract providing for cryptocurrency mining pool arrangements;

(iv) any Contract with a digital asset exchange or over-the-counter trading desk;

(v) any Contract with a customer of any Company Group Member or a Contract otherwise involving the provision of goods or services by the Company, including hosting, colocation, cryptocurrency mining, or software installation services, which Contract or series of related Contracts with such counterparty involves aggregate payments or consideration furnished to any Company Group Member of more than $1,000,000 in the calendar year ended December 31, 2020 or thereafter;

(vi) any Contract providing for or relating to the purchase, sale, transmission, distribution or management of power or energy, and all related attributes, environmental or otherwise, that involves aggregate payments in excess of $500,000 in any calendar year, including any retail and wholesale supply, offtake, and demand response agreements, interconnection, transmission service, distribution facility extension and shared facility agreements, management, consulting, advisory and brokerage agreements and agreements pertaining to the environmental attributes associated with any of the foregoing;

(vii) any Contract or series of related Contracts pursuant to which any Company Group Member has agreed to purchase cryptocurrency mining hardware or equipment (including ASIC chips) (A) since January 1, 2019 and (B) that involves aggregate payments in excess of $1,000,000;

(viii) any lease, rental or occupancy agreement, license, installment and conditional sale agreement and any other Contract with outstanding obligations that (A) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property and (B) other than in the case of Contracts with respect to real property or any interest therein, involves aggregate payments in excess of $500,000 in any calendar year, other than sales or purchase agreements for the sale of obsolete equipment;

(ix) any Contract for any joint venture, partnership, strategic alliance or similar relationship;

(x) any Contract that (A) limits or purports to limit, in any material respect, the freedom of any Company Group Member to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit the operations of Acquiror or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of any Company Group Member, directly or indirectly through third parties, in any material respect or that would so limit or purports to limit, in any material respect, Acquiror or any of its Affiliates after the Closing;

(xi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by any Company Group Member in an amount in excess of (A) $500,000 annually or (B) $1,000,000 over the life of the agreement;

(xii) any Contract under which a Company Group Member has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other investment in, any Person (other than any Company Group Member);

(xiii) any Contract (A) for the employment or engagement of any current director, manager, officer, employee, or other individual service provider of a Company Group Member whose annual base salary (or, in the case of an individual other than an employee, annual base compensation) is in excess of $100,000, or (B) providing for any transaction, retention, change of control or severance payments in excess of $100,000 to any current director, manager, officer, employee, or other individual service provider of a Company Group Member;

(xiv) any Contract that constitutes a collective bargaining agreement or any other agreement executed between a Company Group Member and a labor union or similar organization;

(xv) any settlement, conciliation or similar Contract (A) the performance of which would be reasonably likely to involve any payments after the date of this Agreement, (B) with a Governmental Entity or (C) that imposes, at any time in the future, any material, non-monetary obligations on a Company Group Member (or Acquiror or any of its Affiliates after the Closing);

(xvi) any Contract that is a currency or interest hedging arrangement;

(xvii) any other Contract the performance of which requires either (A) annual payments by a Company Group Member in excess of $500,000 or (B) aggregate payments by a Company Group Member in excess of $1,000,000 over the life of the Contract and, in each case, that is not terminable by such Company Group Member without penalty upon less than thirty (30) days’ prior written notice; and

(xviii) any commitment to enter into agreement of the type described in clauses (i) through (xvii) of this Section 4.7(a).

(b) (i) Each Material Contract is valid and binding on, and enforceable against, the Company Group Member party thereto and, to the Company’s knowledge, the counterparty thereto, and is in full force and effect, in each case subject to the Enforceability Exceptions, (ii) the Company Group Member party thereto and, to the Company’s knowledge, the counterparties thereto, are not in, or alleged to be in, material breach of, or material default under, any Material Contract, (iii) since January 1, 2019 through the date of this Agreement, no Company Group Member has received or given any written claim or notice of breach of or default or notice of termination under any Material Contract, and (iv) to the Company’s knowledge, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Material Contract (in each case, with or without notice or lapse of time or both). True and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its Representatives.

(c) Section 4.7(c) of the Company Disclosure Schedules sets forth a true and complete list of all memoranda of understanding, letters of intent and similar non-binding commitments entered into by any

Company Group Member and any third party power supplier that are in effect as of the date of this Agreement. To the Company’s knowledge, no event has occurred or circumstance exists which, individually or together with other events and circumstances, would reasonably be expected to result in the Company and the applicable counterparty not entering into a Contract with respect to any such commitment subject to the power consumption needs of the Business.

Section 4.8 Absence of Changes. During the period beginning on January 1, 2021 and ending on the date of this Agreement, (a) no Company Material Adverse Effect or Company Impairment Effect has occurred and (b) except for any Pandemic Measures, (i) the Company Group Members have conducted the Business in the ordinary course and (ii) except as set forth on Section 4.8(b)(ii) of the Company Disclosure Schedules, no Company Group Member has taken any action that would require the consent of Acquiror if taken during the period from the date of this Agreement until the Closing pursuant to clauses (i), (ii), (iv), (v), (ix), (xi), (xv), (xvi), (xvii), (xix), (xx) or (xxiii) (solely as this clause relates to the foregoing clauses of Section 6.1(b)) of Section 6.1(b).

Section 4.9 Litigation. Except as set forth in Section 4.9 of the Company Disclosure Schedules, there is (and since January 1, 2019 there has been) no Proceeding pending or, to the Company’s knowledge, threatened against any Company Group Member or any of their properties, rights or assets, or to the Company’s knowledge, any of their respective directors, managers or employees in their capacities as such, that, if adversely decided or resolved, has been or would reasonably be expected to be, individually or in the aggregate, material to any Company Group Member or would have a Company Impairment Effect. No Company Group Member or any of their respective material properties or assets is subject to any Order that would reasonably be expected to be materially adverse to any Company Group Member or would have a Company Impairment Effect. No Company Group Member is party to a settlement or similar agreement regarding any of the matters set forth in the two preceding sentences that contains any ongoing obligations, restrictions or Liabilities (of any nature) that would reasonably be expected to be, individually or in the aggregate, material to such Company Group Member or would have a Company Impairment Effect.

Section 4.10 Compliance with Applicable Law. The Company Group Members (a) conduct (and since January 1, 2019 have conducted) the Business in accordance with all applicable Laws, Orders and Permits and are not and during such period have not been in violation of any such Law or Order or the terms of any Permit and (b) have not received any written communications from a Governmental Entity or other Person and, to the Company’s knowledge, there is no such pending communication, that alleges that any Company Group Member is not in compliance with any such Law, Order, or Permit, except in each case of clauses (a) and (b), as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, or would not have a Company Impairment Effect. No representation or warranty is made in this Section 4.10 with respect to (i) compliance with Environmental Laws, which is exclusively addressed by Section 4.11, (ii) compliance with applicable Laws relating to data privacy and security, which is exclusively addressed by Section 4.13, (iii) compliance with Anti-Corruption Laws and Laws relating to Trade Controls, which is exclusively addressed by Section 4.14, (iv) compliance with ERISA and other applicable Laws relating to employee benefits, which is exclusively addressed by Section 4.15, (v) compliance with labor and employment matters, which is exclusively addressed by Section 4.16, or (vi) compliance with Tax Laws, which is exclusively addressed by Section 4.18 and Section 4.1, Section 4.4, Section 4.15 and Section 4.16, to the extent relating to Tax.

Section 4.11 Environmental Matters.

(a) Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, or have a Company Impairment Effect:

(i) each Company Group Member is, and has been since January 1, 2019, in compliance with all applicable Environmental Laws;

(ii) since January 1, 2019, no Company Group Member has received any written notice or communication from any Governmental Entity or any other Person asserting any actual, alleged, or potential

violation in any respect of, or a failure to comply in any respect with, any Environmental Laws by a Company Group Member;

(iii) no Company Group Member has generated, treated, stored, disposed of, arranged for, transported, released, or otherwise handled any Hazardous Substances in a manner that would reasonably be expected to give rise to any Liability under any Environmental Laws;

(iv) there has been no release by any Company Group Member or for which a Company Group Member would reasonably be expected to be liable by Contract or by operation of Law, of any Hazardous Substance at, under, from or to any facility or real property currently or formerly owned, leased or operated by a Company Group Member; and

(v) no Company Group Member has assumed, whether by contract or operation of law, or provided an indemnity regarding, the liability of any other Person under any Environmental Laws.

(b) The Company has made available to Acquiror copies of all material environmental, health and safety reports and similar documents that were prepared by or for any Company Group Member, including by third parties relating to the operations, properties or facilities of any Company Group Member, since May 23, 2018, as well as material correspondence with any Person regarding any actual or alleged compliance with or Liability under any Environmental Law or regarding the release or management of any Hazardous Substance, in either case concerning the Business or the properties or operations of any Company Group Member.

Section 4.12 Intellectual Property.

(a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true and complete list of all (i) Company Registered Intellectual Property and (ii) material Company Software. Section 4.12(a) of the Company Disclosure Schedules lists, for each item of Company Registered Intellectual Property (1) the record owner of such item, (2) the jurisdictions in which such item has been issued or registered or filed, (3) the issuance, registration or application date, as applicable, for such item and (4) the issuance, registration or application number, as applicable, for such item.

(b) Each item of Company Owned Intellectual Property is subsisting, valid, and to the Company’s knowledge, enforceable. The Company Group has used reasonable efforts to maintain and protect all Company Owned Intellectual Property. All fees and filings necessary to maintain any application or registration, issuance or grant of any Company Registered Intellectual Property have been timely submitted to the relevant intellectual property office or Governmental Entity, or, as applicable, to the relevant Internet domain name registrar. No item of the Company Registered Intellectual Property listed in Section 4.12(a) of the Company Disclosure Schedules has been forfeited, cancelled or abandoned, or has expired or lapsed. None of the Company Owned Intellectual Property is the subject of any pending Proceedings, including litigation, interference, re-examination, inter parties review, reissue, opposition, nullity, or cancellation proceedings and, to the Company’s knowledge, no such Proceedings are threatened by any Governmental Entity or any other Person.

(c) A Company Group Member solely and exclusively owns all right, title and interest in and to all Company Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens). For all Patents owned by a Company Group Member, each inventor listed on the Patent has presently assigned all of such Person’s rights to the applicable Company Group Member. Section 4.12(c)(i) of the Company Disclosure Schedules sets forth a list of all currently-effective Contracts pursuant to which a Company Group Member has been granted a right or license to any Intellectual Property Rights other than Contracts for commercially available off-the shelf Software or Software subject to shrink wrap licenses entered into in the ordinary course of business (the Contracts required to be listed on Section 4.12(c)(i) of the Company Disclosure Schedules, collectively, “Company Inbound Licenses”). Section 4.12(c)(ii) of the Company Disclosure Schedules sets forth a list of all currently-effective Contracts pursuant to which a Company Group Member (i) has granted another Person a right

or license to Company Owned Intellectual Property; and (ii) to the extent not scheduled pursuant to the foregoing (i), has granted another Person a covenant not to sue with respect to any Company Owned Intellectual Property (collectively, “Company Outbound Licenses”). The applicable Company Group Member has, and will continue to have immediately after the Closing, valid rights under all Company Inbound Licenses to use, sell and license, as the case may be, all Company Licensed Intellectual Property as the same is currently used, sold or licensed by the applicable Company Group Member as of the date of this Agreement. None of the Company Owned Intellectual Property is subject to any outstanding Order that restricts in any manner the use, sale, transfer or licensing thereof by a Company Group Member or affects the validity, use or enforceability of any such Company Owned Intellectual Property. The Company Intellectual Property comprises all Intellectual Property Rights material to the Business. The Company Intellectual Property constitutes all of the Intellectual Property Rights necessary and sufficient for the Company Group’s conduct of the Business as currently conducted, free and clear of all Liens (other than Permitted Liens).

(d) The Company has taken steps consistent with standard industry practices, and has taken no less than reasonable care, to safeguard and maintain the secrecy of any trade secrets and other material confidential information owned, possessed or stored by or otherwise under the control of, the Company Group. To the Company’s knowledge, no director, manager or employee of or contractor to any Company Group Member has disclosed any trade secrets or material confidential information of the Company Group to any other Person unless such disclosure was under an appropriate, valid and binding written non-disclosure agreement containing appropriate limitations and protections on use and disclosure. All present and former Company Group employees and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any Company Owned Intellectual Property (each such person, a “Creator”) have agreed to maintain and protect the trade secrets and confidential information of the applicable Company Group Member.

(e) Each Creator has presently assigned to the applicable Company Group Member all Intellectual Property Rights authored, invented, created, improved, modified or developed by such person in the course of such Creator’s employment or other engagement with the Company Group. To the Company’s knowledge, no employee, independent contractor or agent of any Company Group Member, or any other third party employed or engaged by any Company Group Member, is in default or breach, in any material respect, of any term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, ownership, development, use or transfer of the Company Owned Intellectual Property.

(f) The conduct and operation of the Business, as currently conducted, does not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any Person, and has not infringed upon, misappropriated or otherwise violated any Intellectual Property Rights of any Person. To the Company’s knowledge, no Person is infringing, misappropriating or otherwise violating any Company Owned Intellectual Property. No Company Group Member has made any written claim against any Person alleging any infringement, misappropriation or other violation of any Company Owned Intellectual Property.

(g) There is no Proceeding pending nor has any Company Group Member received any written communications (i) alleging that any Company Group Member has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, (ii) challenging the validity, enforceability, use or exclusive ownership of any Company Owned Intellectual Property or (iii) inviting a Company Group Member to take a license under any Patent or consider the applicability of any Patents to the conduct of the Business.

(h) The Company Group possess all source code and other documentation and materials necessary to compile and operate the Company Software. Except for consultants and other independent contractors engaged by any Company Group Member under binding, valid, written confidentiality agreements, no third party possesses (or has any right to access or have disclosed, whether present, contingent or otherwise) any source code to the Company Software. Except as set forth in Section 4.12(h) of the Company Disclosure Schedules, the use of Open Source Materials incorporated into the Company Owned Intellectual Property does not give rise to any

obligations that would require any Company Group Member to make any public disclosure, distribution or general availability of any Company Software or other Company Owned Intellectual Property (including any source code), or limit the rights of any Company Group Member to enforce rights in Company Intellectual Property against any Person. No Company Group Member has received any written notice or complaint that it has failed to comply with the terms and conditions of any license to any Open Source Materials incorporated into the Company Owned Intellectual Property, and no Company Group Member is in breach of, nor has breached any, of the terms or conditions of any license to any such Open Source Materials in any material respect. No Company Group Member has distributed or made available as Open Source Materials, or agreed to distribute or make available as Open Source Materials (including by contribution to an open source project or community), any Company Software developed by any Company Group Member that the Company intends to remain proprietary.

(i) At and after the Closing, the Surviving Company will be permitted to exercise all of the rights of the Company Group under the Company Intellectual Property Agreements to the same extent the Company Group was able to in the twelve (12) months prior to the date of this Agreement, or as the Company Group would have been able to had the Transactions not occurred, and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company Group would otherwise be required to pay. None of the execution or delivery of this Agreement or any of the Ancillary Documents, the performance of obligations hereunder or thereunder or the consummation of the Transactions or any assignment to Acquiror that is deemed to occur as a result of or following the consummation of the Transactions, by operation of law or otherwise, of any Contracts to which the Company Group is a party or by which any of its assets is bound, will result in: (i) Acquiror or any of its Affiliates granting to any third party any right to or with respect to, (ii) Acquiror or any of its Affiliates (other than the Company Group), being bound by or subject to, any exclusivity obligations, non-compete or other restriction on the operation or scope of their respective businesses related to, (iii) the Company or Acquiror being obligated to pay any royalties or other material amounts to any third party in excess of those payable by any of them, respectively, in the absence of this Agreement or the Transactions in connection with, or (iv) any other material adverse impact to, in each case, any Company Intellectual Property or any Intellectual Property Rights, information, or data owned by, or licensed to Acquiror or any of its Affiliates, or that is Processed in operating the Business.

Section 4.13 Data Privacy and Security.

(a) The Company Group, and to the Company’s knowledge, its Third Party Service Providers, have been at all times and remain in compliance in all material respect with all applicable Privacy Laws. No Company Group Member’s externally-facing privacy policies or notices contain any material omissions or are misleading or deceptive in any material respect.

(b) There is not currently pending or, to the Company’s knowledge, threatened, and there has not at any time in the past three (3) years been any, Proceeding against any Company Group Member initiated by (i) the United States Federal Trade Commission, any state attorney general or similar state official; (ii) any other Governmental Entity, foreign or domestic; (iii) any regulatory entity, privacy regulator or otherwise, or (iv) any other Person, in each case, with respect to privacy, cybersecurity, or the Processing of Personal Information, and, to the Company’s knowledge, there are no facts upon which such a Proceeding could be based.

(c) There have not been any actual, suspected, or alleged material Security Incidents or actual or alleged claims related to material Security Incidents, and, to the Company’s knowledge, there are no facts or circumstances which could reasonably serve as the basis for any such allegations or claims. There are no data security, information security, or other technological vulnerabilities with respect to the Company Group’s services or with respect to the Company IT Systems that would have a materially adverse impact on their operations or cause a material Security Incident.

(d) The Company Group Members own or have license to use pursuant to a Material Contract the Company IT Systems as necessary to operate the Business as currently conducted and such Company IT Systems

are sufficient for the operation of the Business as currently conducted. The Company Group Members have back-up and disaster recovery arrangements, procedures and facilities for the continued operation of its businesses in the event of a failure of the Company IT Systems that are, in the reasonable determination of the Company, commercially reasonable and in accordance in all material respects with standard industry practice. In the last three (3) years, there has not been any material disruption, failure or, to the Company’s knowledge, unauthorized access with respect to any of the Company IT Systems that has not been remedied, replaced or mitigated in all material respects. To the Company’s knowledge, none of the Company IT Systems contain any worm, bomb, backdoor, trap doors, Trojan horse, spyware, keylogger software, clock, timer or other damaging devices, malicious codes, designs, hardware component, or software routines that causes the Company Software or any portion thereof to be erased, inoperable or otherwise incapable of being used, either automatically, with the passage of time or upon command by any unauthorized person.

(e) The Company Group Members have, and in the last three (3) years have had, in place reasonable and appropriate administrative, technical, physical and organizational measures and safeguards to (i) ensure the integrity, security, and the continued, uninterrupted, and error-free operation of the Company IT Systems, and the confidentiality of the source code of any Company Software, and (ii) to protect Personal Information and other Business Data against loss, damage, and unauthorized access, use, modification, or other misuse (“Misuse”). Without limiting the generality of the foregoing, the Company Group’s information security program (i) identifies internal and external risks to the security of the Personal Information, Business Data, services and Company IT Systems; and (ii) implements, monitors and improves adequate and effective safeguards to control those risks. The Company Group has timely and reasonably remediated and addressed, or is in the process of remediating and addressing in accordance with industry standards, any and all audit or security assessment findings relating to its implementation of administrative, technical, and physical security measures. Each Company Group employee has received training regarding information security that is relevant to each such employee’s role and responsibility within the business and such employee’s access to Personal Information, Business Data and Company IT Systems. All Company IT Systems and any data stored therein are recorded, stored, maintained or operated, or otherwise are wholly dependent, on facilities which are under the exclusive ownership or control of the Company Group (other than with respect to Third Party Service Providers, Leased Real Property or a public blockchain).

Section 4.14 Compliance with International Trade & Anti-Corruption Laws.

(a) No Company Group Member or any of their respective officers, directors, or employees, and to the Company’s knowledge, none of the Company Group’s Representatives acting for or on behalf of any Company Group Member, is or since May 23, 2018 has been, (i) a Person named on any Sanctions Laws-related list of designated or restricted Persons maintained by a Governmental Entity; (ii) located, organized or resident in, or a blocked national of, a country or territory which is itself the subject of or target of any Sanctions Laws or part of or acting for or on behalf of a Governmental Entity that is a target of any Sanctions Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii) or any country or territory which is or since May 23, 2018 has been, the subject of or target of any Sanctions Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria) or (v) otherwise in violation of applicable Sanctions Laws, Ex-Im Laws, or U.S. anti-boycott Laws (collectively, “Trade Controls”).

(b) No Company Group Member or any of their respective officers, directors, or employees, and to the Company’s knowledge, none of the Company Group’s Representatives acting for or on behalf of the Company Group, has since May 23, 2018 (i) violated any Anti-Corruption Laws; (ii) offered, paid, authorized or promised to pay anything of value, regardless of form, to any Person for the purpose of influencing any act or decision of such Person or securing an improper advantage to assist any Company Group Member in obtaining or retaining business; or (iii) established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, or used or are using any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses, in breach of any Anti-Corruption Law.

(c) Since May 23, 2018, no Company Group Member has (i) received from any Person any notice, inquiry, or internal or external allegation of any actual, alleged, apparent or potential violation of any applicable Anti-Corruption Law; (ii) made any voluntary or involuntary disclosure to a Governmental Entity concerning any Anti-Corruption Laws; (iii) conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Trade Controls or Anti-Corruption Laws; or (iv) been a party to or the subject of any pending (or to the Company’s knowledge, threatened) civil, criminal or administrative Proceedings, or, to the Company’s knowledge, any audit by or before any Governmental Entity (including receipt of any subpoena) related to any actual, alleged or potential violation of any applicable Anti-Corruption Law. The Company Group does not have any registrations or active or pending Permits of the Company Group issued or approved under the Trade Controls and regulations by any Governmental Entity.

(d) No Company Group Member is a “TID U.S. business,” as such term is defined at 31 C.F.R. § 800.248.

(e) Since January 1, 2019, no Company Group Member has purchased or sold Bitcoin, or any other digital asset, in a transaction that was not conducted through a cryptocurrency exchange listed on Section 4.14(e) of the Company Disclosure Schedules.

Section 4.15 Employee Benefit Plans.

(a) Section 4.15(a) of the Company Disclosure Schedules sets forth a true and complete list of all material Employee Benefit Plans.

(b) True and complete copies of the following documents, with respect to each material Employee Benefit Plan, where applicable, have previously been made available to Acquiror: (i) the current plan and trust documents (or for unwritten Employee Benefit Plans a written description of the material terms of such Employee Benefit Plan), each as amended through the date of this Agreement; (ii) the most recent IRS determination or opinion letter; (iii) the most recently filed Form 5500; (iv) the most recent actuarial valuation report; (v) the most recent summary plan description and all modifications thereto; (vi) any other material contracts, including insurance contracts and administrative services agreements; and (vii) any material, non-routine correspondence to and from any Governmental Entity prior to the date hereof since January 1, 2019.

(c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or approval letter from the Internal Revenue Service with respect to such qualification (or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan) to the effect that such Employee Benefit Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code; and, to the Company’s knowledge, there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification or the imposition of any material Liability, penalty or tax under ERISA, the Code or other applicable Laws.

(d) Each Employee Benefit Plan is and has been established, operated and administered in all material respects in accordance with applicable Laws, including ERISA and the Code, and its terms. No Employee Benefit Plan currently is the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program since January 1, 2019. No Proceeding (other than those relating to routine claims for benefits) is pending or, to the Company’s knowledge, threatened with respect to any Employee Benefit Plan, and, to the Company’s knowledge, there are no facts that reasonably would be expected to give rise to any such Proceedings against any Employee Benefit Plan, any fiduciary with respect to an Employee Benefit Plan or the assets of any Employee Benefit Plan. No Company Group Member nor, to the Company’s knowledge, any “party in interest” or any “disqualified person” with respect to the Employee Benefit Plans, has engaged in a “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA or engaged in a similar transaction

with respect to any Employee Benefit Plans which, in either event, would reasonably be expected to give rise to any material Liability to any Company Group Member. All payments or contributions required to have been made by the applicable due date with respect to all Employee Benefit Plans either have been made or have been accrued, in either event, in all material respects in accordance with the terms of the applicable Employee Benefit Plan and applicable Law.

(e) Neither the Company nor any ERISA Affiliate of the Company maintains, contributes to, or is required to contribute to, or has, or has had in the last five (5) years, any Liability (whether contingent or otherwise) with respect to: (i) any employee benefit plan that is or was subject to Title IV of ERISA, Section 412 of the Code, or Section 302 of ERISA; (ii) a Multiemployer Plan; (iii) any “multiple employer plan” (within the meaning of Section 4063 or 4064 of ERISA); (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA; or (v) a “voluntary employees” beneficiary association” within the meaning of Section 501(c)(9) of the Code. Except as set forth in Section 4.15(e) of the Company Disclosure Schedules, each Employee Benefit Plan that provides health or life benefits is fully insured by a third party insurance company.

(f) Section 4.15(f) of the Company Disclosure Schedules contains a complete list of all of the ERISA Affiliates of the Company.

(g) Except as set forth in Section 4.15(g) of the Company Disclosure Schedules, no Company Group Member has any obligation to provide postretirement health or life insurance benefits to any Company Group current or former employee, officer, or director, or any dependent or beneficiary thereof, except as otherwise required under state or federal benefits continuation laws (e.g., COBRA) for which the covered individual pays the full cost of coverage.

(h) Each individual who has been classified by any Company Group Member as an employee, individual independent contractor, leased employee, or individual consultant has been properly classified except for any instances that would not reasonably be expected to give rise to any material Liability to any Company Group Member. No such individual classified as a non-employee will have a colorable claim against any Company Group Member for eligibility to participate in any Employee Benefit Plans during the period prior to Closing, if such individual is later reclassified as an employee of a Company Group Member, except for any instances that would not reasonably be expected to give rise to any material Liability to any Company Group Member. No employee of any Company Group Member is a “leased employee” within the meaning of Section 414(n) of the Code. No Company Group Member is or has ever been bound by any collective bargaining agreement or similar agreement to maintain or contribute to any Employee Benefit Plan.

(i) Except as set forth in Section 4.15(i) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement, nor the consummation of the Transactions (either alone or in combination with another event) would reasonably be expected to (i) result in any payment becoming due, or increase the amount of any compensation due, to any employee or former employee of any Company Group Member; (ii) increase any benefits otherwise payable under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits; (iv) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in 280G(b)(1) of the Code; (v) result in the triggering or imposition of any restrictions or limitations on the rights of the Company to amend or terminate any Employee Benefit Plan; (vi) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other taxes that might be owed with respect to such payment or benefit; or (vii) result in an obligation to fund any benefits under an Employee Benefit Plan.

(j) Each Employee Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) and is not exempt from Section 409A of the Code has a plan document that satisfies in all material aspects the requirements of Section 409A of the Code and has been operated in all

material aspects in compliance with Section 409A of the Code and the terms of such plan document. The Company does not have any “gross-up” or indemnity obligation for Taxes imposed under Section 4999 or 409A of the Code.

(k) Neither the Company, nor any ERISA Affiliate of the Company, has incurred or, to the Company’s knowledge, could reasonably be expected to have any material Liability for Taxes under Sections 4975 through 4980 or Sections 4980A through 4980I of the Code. The Company maintains a health plan that satisfies in all material respects the requirements for “minimum essential coverage” under Section 4980H(a) of the Code, as applicable.

(l) No Employee Benefit Plan is subject to the laws of any jurisdiction outside the United States.

Section 4.16 Labor Matters.

(a) Section 4.16(a) of the Company Disclosure Schedules separately sets forth all of the Company Group employees as of the date of this Agreement, including for each such employee: (i) name; (ii) employer; (iii) job title; (iv) Fair Labor Standards Act classification; (v) work location (city and state); (vi) compensation (including annual base salary (if paid on a salary basis), hourly rate (if paid on an hourly basis), or commission rate (if paid on a purely commission basis), as applicable); (vii) 2020 incentive compensation; (viii) date of hire; (ix) fringe benefits (other than employee benefits applicable to all employees, which material benefits are set forth on a separate list on Section 4.15(a) of the Company Disclosure Schedules); and (x) status (i.e., active or inactive and if inactive, the type of leave and estimated duration). To the Company’s knowledge, no employee is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non-competition agreement, that in any way adversely affects or restricts the performance of such employee’s duties. To the Company’s knowledge, no employee, manager, director or officer of any Company Group Member intends to terminate his or her employment with such Company Group Member.

(b) To the Company’s knowledge, each employee of the Company Group is (i) a United States citizen or lawful permanent resident of the United States, (ii) a lawful permanent resident, or (iii) an alien authorized to work in the United States either specifically for the Company Group or for any United States employer. The Company has completed a Form I-9 (Employment Eligibility Verification) for each Company Group employee and each such Form I-9 has since been updated as required by applicable Law and is correct and complete in all material respects as of the date hereof. No Company Group employee has a principal place of employment outside the United States nor is subject to the labor and employment Laws of any country other than the United States.

(c) The Company Group is, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws respecting labor and employment matters, withholding and remitting of taxes, and information reporting, including all contractual commitments and all such Laws relating to fair employment practices, pay equity, the classification of independent contractors, workplace safety and health, work authorization and immigration, unemployment compensation, workers’ compensation, affirmative action, terms and conditions of employment, employee leave, collective bargaining, discrimination, civil rights, collection and payment of social security Taxes and similar Taxes, and wages and hours, including payment of minimum wages and overtime. The Company Group has, or will have no later than the Closing Date, paid all accrued salaries and wages of the Company Group employees due to be paid through the Closing Date. No Company Group Member is delinquent in any payments to any employee for any wages, salaries, commissions, bonuses, severance, fees or other direct compensation due to be paid with respect to any services performed for it. No Company Group Member is, and has not within the last three (3) years, been a government contractor.

(d) Currently and within the three (3) years preceding the date of this Agreement, no Company Group Member has been party to or, to the Company’s knowledge, the subject of any Proceeding relating to employment or labor matters concerning the employees or other service providers of any Company Group Member, and no such matters are pending or, to the Company’s knowledge, have been threatened against any Company Group Member.

(e) Since January 1, 2019, the Company Group has not experienced a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the federal WARN Act or any similar state, local or foreign Law affecting any site of employment of the Company Group or one or more facilities or operating units within any site of employment or facility of the Company Group.

(f) No Company Group Member is a party to or bound by any collective bargaining agreements or other agreements with any labor organization, labor union, works council or other employee representative or any other Contract with a labor union, labor organization, works council, employee delegate, representative or other employee collective group, nor to the Company’s knowledge is there any duty on the part of any Company Group Member to bargain with any labor union, labor organization, works council, employee delegate, representative or other employee collective group. Since January 1, 2019, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against any Company Group Member. To the Company’s knowledge, since January 1, 2019, there have been no labor organizing activities with respect to any employees of the Company Group.

(g) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change, reduction in hours, or reduction in salary or wages by any Company Group Member has occurred within the six (6) months prior to the date of this Agreement or has been announced as of the date of this Agreement as a result of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19.

(h) Since January 1, 2019, no allegations of sexual harassment or sexual misconduct have been made to any Company Group Member against any director, manager, officer or executive employee of any Company Group Member and, to the Company’s knowledge, there have not been any such allegations.

(i) Section 4.16(i) of the Company Disclosure Schedules contains a complete and accurate listing of the name and contact information of each Contractor who is expected to be or was paid more than $100,000 in any year by the Company Group Members in the aggregate (a “Material Contractor”). A copy of each Contract relating to the services a Material Contractor provides to such Company Group Member has been provided to Acquiror. To the Company’s knowledge, no Contractor used by any Company Group Member is a party to, or is otherwise bound by, any agreement or arrangement with any third party, including any confidentiality or non-competition agreement, that in any way adversely affects or restricts the performance of such Contractor’s duties for the Company. To the Company’s knowledge, no current Material Contractor used by the Company Group intends to terminate his or her or its relationship with such Company Group Member. No Company Group Member has any obligation or Liability with respect to any Taxes (or the withholding thereof) in connection with any Contractor.

Section 4.17 Insurance. Section 4.17 of the Company Disclosure Schedules sets forth a true and complete list of all policies or programs of insurance owned or held by, or for the benefit of, any Company Group Member as of the date of this Agreement. All such policies are in full force and effect, all premiums due and payable thereon as of the date of this Agreement have been paid in full or accrued as of the date of this Agreement, and true and complete copies of all such policies have been made available to Acquiror. No Company Group Member is in breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and, to the Company’s knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute such a breach or default under, or permit termination, rescission or avoidance of, the policy, and to the Company’s knowledge, no such action has been threatened. As of the date of this Agreement, no claim for coverage by any Company Group Member is pending under any such policies as to which the relevant insurers have denied, disputed, or reserved the right to deny or dispute coverage.

Section 4.18 Tax Matters.

(a) The Company Group has prepared and filed all material Tax Returns required to have been filed by it, all such Tax Returns are true and complete in all material respects and prepared in compliance in all material respects with all applicable Laws and Orders, and the Company Group has paid all material Taxes required to have been paid by it regardless of whether shown on a Tax Return.

(b) The Company Group has timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any Person.

(c) No Company Group Member is currently the subject of a Tax audit or examination, and has not been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed in each case with respect to material Taxes.

(d) No Company Group Member has consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business, in each case with respect to material Taxes.

(e) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to the Company Group which agreement or ruling would be effective after the Closing Date.

(f) No Company Group Member is nor has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(g) There are no Liens for Taxes on any assets of the Company Group other than Permitted Liens.

(h) No Company Group Member has been a distributing corporation or a controlled corporation in a transaction purported or intended to be governed by Section 355 of the Code.

(i) No Company Group Member (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company and which includes only Company Group Members) and (ii) has any Liability for the Taxes of any Person (other than other Company Group Members) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract (other than any Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes) or otherwise.

(j) No written claims have ever been made by any Tax Authority in a jurisdiction where a Company Group Member does not file Tax Returns that the Company Group Member is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(k) No Company Group Member is a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included in a Contract entered into in the ordinary course of business that is not primarily related to Taxes).

(l) No Company Group Member has a branch, permanent establishment (within the meaning of an applicable Tax treaty), or an office or fixed place of business in a country other than the country in which it is organized.

(m) Each Company Group Member is treated either as a (i) partnership or (ii) disregarded entity for U.S. federal income tax purposes and applicable state Tax purposes.

(n) No Company Group Member has deferred any Taxes under Section 2302 of the Coronavirus Aid, Relief and Economic Security Act of 2020.

(o) All Company Related Party Transactions are at arm’s length in compliance with Section 482 of the Code, the Treasury Regulations promulgated thereunder, and any similar provision of state or local Law.

Section 4.19 Brokers. Other than as set forth on Section 4.19 of the Company Disclosure Schedules, no broker, finder, investment bank or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Affiliates for which any Company Group Member has any obligation.

Section 4.20 Real and Personal Property.

(a) Owned Real Property. Section 4.20(a)(i) of the Company Disclosure Schedules sets forth a true and complete list (including street addresses, legal description, and tax identification numbers, to the extent such information exists for such Owned Real Property) of all Owned Real Property. The Company has delivered or made available to Acquiror true, complete and correct copies of the deeds and other instruments (as recorded, if recorded) by which the Company or its Subsidiary (as applicable) acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of any Company Group Member and relating to the Owned Real Property. With respect to each Owned Real Property and except as set forth on Section 4.20(a)(ii) of the Company Disclosure Schedules: (i) a Company Group Member has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens; (ii) no Company Group Member has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and there is no Person other than the relevant Company Group Member in possession of such Owned Real Property or portion thereof; and (iii) there are no outstanding options, rights of first offer, rights of first refusal to purchase, lease or transfer such Owned Real Property or any portion thereof or interest therein. Except as set forth on Section 4.20(a)(iii) of the Company Disclosure Schedules, no Company Group Member is a party to any agreement or option to purchase any real property or interest therein.

(b) Leased Real Property. Section 4.20(b) of the Company Disclosure Schedules sets forth a true and complete list of all Leased Real Property and all Real Property Leases (including street addresses, the date thereof and legal names of the parties thereto, to the extent such information exists for such Leased Real Property) pursuant to which any Company Group Member is a tenant or landlord as of the date of this Agreement. True and complete copies of all such Real Property Leases have been made available to Acquiror. The Company or the applicable Subsidiary has a good, valid and enforceable leasehold interest in each Leased Real Property free and clear of all Liens, except for Permitted Liens. The relevant Company Group Member’s possession and quiet enjoyment of the Leased Real Property under each Real Property Lease has not been disturbed and there are no material disputes with respect to such Leased Real Property. To the Company’s knowledge, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default under or permit the termination or modification of, or acceleration of rent under, such Real Property Lease. Each Company Group Member has performed all material obligations required to be performed by it under any Real Property Lease, and no Company Group Member has the present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Company Group Member under any Real Property Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the consent of any other party relating to the Leased Real Property, including from landlords under a Real Property Lease, whether as a deemed “assignment” or otherwise, will not result in a breach of or default under any Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. No Company Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof and no Company Group Member has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein.

(c) Real Property Condition. The relevant Company Group Member has in each Real Property, in each case to the extent necessary to conduct the Business, (i) direct or indirect legal access to public roads or valid irrevocable easements over private streets or private property for such ingress to and egress from all such buildings and structures and (ii) reasonable access to water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other utilities, all of which utilities are provided via public roads or via irrevocable appurtenant easements benefitting the Real Property. To the Company’s knowledge, none of the structures on any Real Property materially encroaches upon real property of another Person, and no structure of any other Person materially encroaches upon any Real Property. No Company Group Member has received any written notice from any Governmental Entity alleging of a violation of any Laws with respect to any of the Real Property and, to the Company’s knowledge, the Real Property is not in violation of any Law, covenant, condition, restriction, easement, license, permit or agreement relating to any Real Property. There are no Orders pending nor, to the Company’s knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain Proceedings or Proceeding to impose any special assessment to any Real Property or any material portion thereof, which would reasonably be expected to curtail or interfere with the use of such Real Property for the present conduct of the Business. The buildings and other improvements constituting the Real Property are each in good condition and repair (ordinary wear and tear excepted) in all material respects and are fit for use in the ordinary course of the Business, and all such buildings and improvements have been installed and maintained in all material respects in accordance with all applicable Laws. None of the Real Property has been damaged or destroyed by fire or other casualty that has not been restored. The Owned Real Property identified in Section 4.20(a)(i) of the Company Disclosure Schedules and the Leased Real Property identified in Section 4.20(b) of the Company Disclosure Schedules comprise all of the real property used or intended to be used in, or otherwise related to, the Business.

(d) Personal Property. The Company Group has good, valid and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company Group reflected in the Company Financial Statements or thereafter acquired by a Company Group Member prior to the date hereof, except for assets disposed of in the ordinary course of business.

Section 4.21 Transactions with Affiliates. Section 4.21 of the Company Disclosure Schedules sets forth all Contracts between (a) any Company Group Member, on the one hand, and (b) any officer, director, manager, Affiliate or holder of Equity Securities of any Company Group Member or, to the Company’s knowledge, any Affiliate or family member of any of the foregoing, on the other hand (each Person identified in this clause (b), a “Company Related Party”), other than Contracts with respect to a Company Related Party’s employment with or service as a director or manager to (including benefit plans and other ordinary course compensation from) the Company entered into in the ordinary course of business. No Company Related Party (i) owns any interest in any material asset used in the Business, (ii) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a supplier, lender, partner, lessor, lessee or other material business relation of any Company Group Member or (iii) owes any material amount to, or is owed any material amount by, the Company Group (other than ordinary course accrued compensation, employee benefits, employee or director expense reimbursement). All Contracts, arrangements, understandings, interests and other matters disclosed pursuant to this Section 4.21 are referred to herein as “Company Related Party Transactions”.

Section 4.22 Suppliers. Section 4.22 of the Company Disclosure Schedules sets forth a true and complete list of the suppliers of the Company for the fiscal year ended on December 31, 2020 and January 1, 2021 through the date of this Agreement from whom the Company Group made gross purchases of at least $500,000 (the “Material Suppliers”). No Material Supplier has, within the past twelve (12) months through the date of this Agreement, canceled, materially reduced, or terminated its business with, or threatened in writing to cancel, materially reduce, or terminate its business with, any Company Group Member.

Section 4.23 Information Supplied(a) . None of the information supplied or to be supplied in writing by or on behalf of any Company Group Member specifically for inclusion or incorporation by reference in the Registration Statement will, when the Registration Statement is declared effective, when the Registration

Statement is mailed to the Pre-Closing Acquiror Stockholders or at the time of the Acquiror Stockholders Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company does not make any representations or warranties as to the information contained in or omitted from the Registration Statement that is modified in any material respect by Acquiror or any of its Affiliates or Representatives without the Company’s prior written approval which is misleading by virtue of such modification.

Section 4.24 Investigation; No Other Representations.

(a) The Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning the business, assets, condition, operations and prospects of the Acquiror Parties and (ii) it has been furnished with or given access to such documents and information about the Acquiror Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Transactions.

(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 5 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of any Acquiror Party or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 5 and in the Ancillary Documents to which it is or will be a party, none of the Acquiror Parties nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the Transactions.

Section 4.25 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY ACQUIROR PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR THE ANCILLARY DOCUMENTS, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE COMPANY GROUP THAT HAVE BEEN MADE AVAILABLE TO ANY ACQUIROR PARTY OR ANY OF THEIR REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY GROUP BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY ANY ACQUIROR PARTY OR ANY OF THEIR REPRESENTATIVES IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR THE ANCILLARY DOCUMENTS OR CONSUMMATING THE TRANSACTIONS.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIROR PARTIES

Subject to Section 9.8, (a) except as set forth on the Acquiror Disclosure Schedules, or (b) except as set forth in any Acquiror SEC Reports filed with the SEC prior to the date of this Agreement (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), each Acquiror Party hereby represents and warrants to the Company as follows:

Section 5.1 Organization and Qualification. Each Acquiror Party is a corporation or limited liability company, as applicable, duly organized, incorporated or formed, as applicable, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable.

Section 5.2 Authority.

(a) Each Acquiror Party has the requisite organizational power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, and, subject to receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder, and consummate the Transactions. The execution and delivery of this Agreement, the Ancillary Documents to which an Acquiror Party is or will be a party and the consummation of the Transactions have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by the board of directors, board of managers or managing member, as applicable, of each Acquiror Party, and no other corporate action or limited liability company action, as applicable on the part of any Acquiror Party is necessary to authorize the execution and delivery by Acquiror of this Agreement or the Ancillary Documents to which Acquiror is (or will be) a party, the performance by Acquiror of its obligations hereunder and the consummation of the Transactions (other than (i) the Acquiror Stockholder Approval, and (ii) the adoption of this Agreement by Acquiror in its capacity as the sole member of Merger Sub, which adoption will occur promptly following the execution of this Agreement by Merger Sub).

(b) This Agreement and each Ancillary Document to which an Acquiror Party is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by such Acquiror Party and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of such Acquiror Party (assuming that this Agreement and the Ancillary Documents to which such Acquiror Party is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against such Acquiror Party in accordance with their terms, subject to Enforceability Exceptions. The Acquiror Stockholder Approval is the only vote of the holders of any class or series of capital stock of Acquiror necessary to approve this Agreement, the Ancillary Documents to which Acquiror is or will be a party and the consummation of the Transactions.

(c) At a meeting duly called and held, the Acquiror Board unanimously (i) determined that this Agreement, the Ancillary Documents and the Transactions are advisable and in the best interests of the Pre-Closing Acquiror Stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the Trust Account; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the Pre-Closing Acquiror Stockholders adoption of this Agreement and the Ancillary Documents and approval of the Transactions, in each case, in accordance with the DGCL and DLLCA, as applicable.

Section 5.3 Consents and Requisite Governmental Approvals; No Violations.

(a) Except as set forth on Section 5.3(a) of the Acquiror Disclosure Schedules, no Consent of or with any Governmental Entity is required on the part of an Acquiror Party with respect to such Acquiror Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which

it is or will be party or the consummation of the Transactions, except for (i) applicable requirements under the Antitrust Laws, (ii) the filing of the Certificate of Merger in accordance with the DLLCA, (iii) such filings with and approvals of NYSE to permit Acquiror Common Stock to be issued in accordance with this Agreement to be listed on NYSE, or (iv) any other Consents the absence of which would not, individually or in the aggregate, be material to the Acquiror Parties, taken as a whole, or would not have an Acquiror Impairment Effect.

(b) None of the execution, delivery or performance by an Acquiror Party of this Agreement or the Ancillary Documents to which an Acquiror Party is or will be a party or the consummation of the Transactions will (i) contravene or conflict with any provision of such Acquiror Party’s Governing Documents, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, Consent, cancellation, amendment, modification, suspension, revocation, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any material Contract to which any Acquiror Party is a party or by which any of their respective assets or properties may be bound or affected or any Permit held by any Acquiror Party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Acquiror Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of an Acquiror Party, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, be material to the Acquiror Parties, taken as a whole, or would not have an Acquiror Impairment Effect.

Section 5.4 Brokers. Other than as set forth on Section 5.4 of the Acquiror Disclosure Schedules, no broker, finder, investment bank or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made by or on behalf of Acquiror or any of its Affiliates for which any Acquiror Party has any obligation.

Section 5.5 Capitalization.

(a) As of the date of this Agreement, the authorized capital stock of Acquiror consists of 100,000,000 shares of Acquiror Common Stock and 1,000,000 shares of preferred stock (“Acquiror Preferred Stock”) of which, as of November 23, 2021, (i) 34,500,000 shares of Acquiror Common Stock are issued and outstanding and (ii) no shares of Acquiror Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Acquiror Common Stock (A) have been duly authorized and validly issued and are fully paid and non-assessable, (B) were not issued in violation of Acquiror’s Governing Documents or any other Contract to which Acquiror is party or bound, (C) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (D) have been offered, sold and issued in compliance with applicable Law, including Securities Laws, and (E) are free and clear of all Liens (other than transfer restrictions under applicable Securities Law and Acquiror’s Governing Documents). As of the date hereof, Acquiror has duly authorized and executed Acquiror Warrants that entitle the holders thereof to purchase an aggregate of 21,070,000 shares of Acquiror Common Stock on the terms and conditions set forth in the applicable warrant agreement.

(b) Except for the Acquiror Warrants, this Agreement, the Ancillary Documents or the Transactions or as mutually agreed to by the Parties, there are no outstanding (i) equity appreciation or profit participation rights or (ii) options, restricted stock, phantom stock, warrants, bonds, notes, debentures or other instruments of Indebtedness, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that would require Acquiror, and, except as contemplated by this Agreement, the Ancillary Documents, as disclosed in the Acquiror SEC Reports or the Acquiror Governing Documents or as mutually agreed in writing by the Parties, there is no obligation of Acquiror, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities

convertible into or exchangeable for Equity Securities of Acquiror. Except as disclosed in the Acquiror SEC Reports, the Acquiror is not a party to any voting trusts, proxies or other Contracts with respect to the voting or transfer of any Acquiror Party’s Equity Securities.

(c) Merger Sub is wholly-owned by Acquiror, and Merger Sub holds no Equity Securities or rights, options, warrants, convertible or exchangeable securities, subscriptions, calls, puts or other analogous rights, interests, agreements, arrangements or commitments to acquire or otherwise relating to any equity or voting interest of any other Person.

(d) The Acquiror Common Stock to be issued to Holders pursuant to this Agreement will, upon issuance and delivery in accordance with the terms and conditions of this Agreement, (i) be duly authorized and validly issued, and fully paid and non-assessable, (ii) be issued in compliance in all material respects with applicable Law, (iii) not be issued in breach of or violation of the Governing Documents of Acquiror or any other Contract to which the Acquiror is party or bound, and (iv) be issued to such Holders free and clear of all Liens (other than transfer restrictions under applicable Securities Law, and Acquiror’s Governing Documents).

Section 5.6 Trust Account. As of the date of this Agreement, Acquiror has an amount in cash in the Trust Account equal to at least $276,000,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated January 11, 2021, between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Acquiror and the Trust Agreement. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Acquiror, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no Proceedings pending with respect to the Trust Account. Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). Upon the consummation of the Transactions, including the distribution of assets from the Trust Account (i) in respect of deferred underwriting commissions or Taxes, (ii) to the Pre-Closing Acquiror Stockholders who have elected to redeem their Acquiror Common Stock pursuant to the Governing Documents of Acquiror, or (iii) for the payment of any Unpaid Company Expenses or Unpaid Acquiror Expenses, each in accordance with the terms of and as set forth in the Trust Agreement, Acquiror shall have no further obligation under either the Trust Agreement or the Governing Documents of Acquiror to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Section 5.7 Transactions with Affiliates. Section 5.7 of the Acquiror Disclosure Schedules sets forth, as of the date of this Agreement, all Contracts between (a) Acquiror, on the one hand, and (b) any officer, director, manager or Affiliate of either Acquiror or the Sponsor, or, to Acquiror’s knowledge, any Affiliate or family member of any of the foregoing, on the other hand (each Person identified in this clause (b), a “Acquiror Related Party”), other than Contracts with respect to an Acquiror Related Party’s employment with, or the provision of services to, Acquiror entered into in the ordinary course of business (including benefit plans, indemnification arrangements and other ordinary course compensation). No Acquiror Related Party (i) owns any interest in any material asset used in the business of Acquiror, (ii) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a material client, supplier, lender, partner, customer, lessor, lessee or other material business relation of Acquiror or (iii) owes any material amount to, or is owed any material amount by, Acquiror. All Contracts, arrangements, understandings, interests and other matters disclosed pursuant to this Section 5.7 are referred to herein as “Acquiror Related Party Transactions”.

Section 5.8 Litigation. Except as set forth on Section 5.8 of the Acquiror Disclosure Schedules, there is (and since its organization, incorporation or formation, as applicable, there has been) no Proceeding pending or, to Acquiror’s knowledge, threatened against any Acquiror Party that, if adversely decided or resolved, has been or would reasonably be expected to be, individually or in the aggregate, material to the Acquiror Parties, taken as a whole, or would have an Acquiror Impairment Effect. None of the Acquiror Parties nor any of their respective properties or assets is subject to any Order that would reasonably be expected to be materially adverse to Acquiror or would have an Acquiror Impairment Effect.

Section 5.9 Compliance with Applicable Law. Each Acquiror Party is (and since its formation has been) in compliance with all applicable Laws, except as would not, individually or in the aggregate, be reasonably expect to have an Acquiror Material Adverse Effect or an Acquiror Impairment Effect.

Section 5.10 Merger Sub Activities. Merger Sub was organized solely for the purpose of entering into this Agreement, the Ancillary Documents and consummating the Merger and the other Transactions, and has not engaged in any activities or business, other than those incident or related to or incurred in connection with its formation or the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. Merger Sub has no Indebtedness.

Section 5.11 Internal Controls; Listing; Financial Statements.

(a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror’s financial statements for external purposes in conformity with GAAP and (ii) Acquiror has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and principal financial officer by others within Acquiror.

(b) Since its initial public offering, except as set forth on Section 5.11 of the Acquiror Disclosure Schedules, Acquiror has complied in all material respects with all applicable listing and corporate governance rules and regulations of NYSE. The issued and outstanding (i) units of Acquiror, each such unit comprised of one share of Acquiror Common Stock and one-half of one Acquiror Warrant, (ii) Acquiror Common Stock, and (iii) Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. There is no Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by NYSE or the SEC with respect to any intention by such entity to deregister such units, the Acquiror Common Stock or the Acquiror Warrants or prohibit or terminate the listing of such units, the Acquiror Common Stock or the Acquiror Warrants on NYSE. Acquiror has not taken any action that is designed to terminate the registration of such units, the Acquiror Common Stock or Acquiror Warrants under the Exchange Act.

(c) The Acquiror SEC Reports contain true and complete copies of the (i) audited balance sheet of Acquiror as of December 31, 2020 and the related statements of operations, changes in stockholders’ equity and cash flows of Acquiror for the period from October 15, 2020 (inception) through December 31, 2020 and the related notes thereto, together with the auditor’s reports thereon, and (ii) unaudited balance sheet of Acquiror as of June 30, 2021 and the related audited statements of operations, changes in stockholders’ equity and cash flows of Acquiror for the fiscal quarter then ended and the related notes thereto (clauses (i) and (ii) collectively, the “Acquiror Financial Statements”). The Acquiror Financial Statements (A) fairly present in all material respects the financial position of Acquiror as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended, (B) were prepared in conformity with GAAP applied

on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto), (C) were audited in accordance with the standards of the PCAOB, and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). No Acquiror Party has any material off-balance sheet arrangements that are not disclosed in the Acquiror SEC Reports.

(d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(e) Since its incorporation, except as set forth on Section 5.11 of the Acquiror Disclosure Schedules, neither Acquiror (including any employee thereof) nor, to the knowledge of Acquiror, Acquiror’s independent auditors, has received any written complaint, allegation, assertion or claim that there is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Acquiror, (ii) a “material weakness” in the internal controls over financial reporting of Acquiror or (iii) fraud, whether or not material, that involves management or other employees of Acquiror who have a role in the internal controls over financial reporting of Acquiror.

Section 5.12 No Undisclosed Liabilities. No Acquiror Party has any Liabilities that are not set forth or disclosed in the Acquiror Financial Statements, except for (i) for Liabilities incurred in the ordinary course of business since December 31, 2020 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (ii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents or the consummation of the Transactions (including, for the avoidance of doubt, the Acquiror Expenses and any Liabilities arising out of, or related to, any Proceeding related to this Agreement, the Ancillary Documents or the Transactions, including any stockholder demand or other stockholder Proceedings (including derivative claims) arising out of, or related to, any of the foregoing), (iii) as set forth on Section 5.12 of the Acquiror Disclosure Schedules, or (iv) for Liabilities that are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Acquiror Parties.

Section 5.13 Employee Matters. No Acquiror Party has any current or former employees, other than non-employee consultants and advisors in the ordinary course of business, and no Acquiror Party maintains, sponsors, contributes to, or has any past, present or future Liability, contingent or otherwise (including as an ERISA Affiliate, substituting “Acquiror Party” for the “Company” in such definition) with respect to (other than for the Employee Benefit Plans as a result of the Transactions) (a) any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA) or (b) any stock option plan, stock purchase plan, or any other equity or equity-based compensation; bonus or incentive plan; severance pay plan, program, or arrangement; deferred compensation arrangement or agreement; employment agreement; compensation plan, program, agreement, or arrangement; change in control plan, program, or arrangement; supplemental income arrangement; retention; retirement; welfare; vacation; fringe benefit; or other compensation or employee benefit plan, program, policy, agreement, or arrangement not described in (a).

Section 5.14 Tax Matters.

(a) The Acquiror Parties have prepared and filed all material Tax Returns required to have been filed by them, all such Tax Returns are true and complete in all material respects and prepared in compliance in all material respects with all applicable Laws and Orders, and Acquiror has paid all material Taxes required to have been paid by them regardless of whether shown on a Tax Return.

(b) The Acquiror Parties have timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any Person.

(c) The Acquiror Parties are not currently the subject of a Tax audit or examination, and have not been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed, in each case with respect to material Taxes.

(d) The Acquiror Parties have not consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business, in each case with respect to material Taxes.

(e) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to the Acquiror Parties which agreement or ruling would be effective after the Closing Date.

(f) The Acquiror Parties are not, and have not been, a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(g) There are no Liens for Taxes on any assets of the Acquiror Parties other than Permitted Liens.

(h) No Acquiror Party has been a distributing corporation or a controlled corporation in a transaction purported or intended to be governed by Section 355 of the Code.

(i) No Acquiror Party (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Acquiror and which includes only Acquiror Parties) and (ii) has any Liability for the Taxes of any Person (other than other Acquiror Parties) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract (other than any Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes) or otherwise.

(j) No written claims have ever been made by any Tax Authority in a jurisdiction where an Acquiror Party does not file Tax Returns that the Acquiror Party is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(k) No Acquiror Party is a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included in a Contract entered into in the ordinary course of business that is not primarily related to Taxes).

(l) No Acquiror Party has a branch, a permanent establishment (within the meaning of an applicable Tax treaty), an office or a fixed place of business in a country other than the country in which it is organized.

(m) For U.S. federal income tax purposes, Merger Sub is classified as an entity disregarded as separate from Acquiror.

(n) The Acquiror Parties have not deferred any Taxes under Section 2302 of the Coronavirus Aid, Relief and Economic Security Act of 2020.

(o) All Acquiror Related Party Transactions are at arm’s length in compliance with Section 482 of the Code, the Treasury Regulations promulgated thereunder, and any similar provision of state or local Law.

Section 5.15 SEC Filings. Except as set forth on Section 5.15 of the Acquiror Disclosure Schedules, Acquiror has timely filed or furnished all Acquiror SEC Reports and, as of the Closing, will have filed or

furnished all other statements, reports, schedules, forms and other documents required to be filed or furnished with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing and including all exhibits thereto, but excluding the Registration Statement, the “Additional SEC Reports”). Each of the Acquiror SEC Reports and the Additional SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied or will comply, as applicable, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder) applicable to the Acquiror SEC Reports or the Additional SEC Reports. As of their respective dates of filing, the Acquiror SEC Reports and the Additional SEC Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Reports.

Section 5.16 Information Supplied. The Registration Statement will not, at (a) the time the Registration Statement is filed with the SEC, (b) the time the Registration Statement is declared effective, (c) the time the Registration Statement is mailed to the Pre-Closing Acquiror Stockholders, (d) the time of the Acquiror Stockholders Meeting and (e) in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For clarity, the representations and warranties in this Section 5.16 will not apply to statements or omissions included or incorporated by reference in the Registration Statement based upon information supplied in writing by any Company Group Member or and of its Representatives to Acquiror or any of its Representatives for inclusion therein.

Section 5.17 Investigation; No Other Representations.

(a) Each Acquiror Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning the business, assets, condition, operations and prospects of the Company Group and (ii) it has been furnished with or given access to such documents and information about the Company Group and the Business as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Transactions.

(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, each Acquiror Party has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of any Company Group Member or any other Person, either express or implied, and each Acquiror Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which it is or will be a party, none of the Company Group Members nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the Transactions.

Section 5.18 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY COMPANY GROUP MEMBER OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR THE ANCILLARY DOCUMENTS, NONE OF THE ACQUIROR PARTIES NOR ANY OTHER PERSON MAKES, AND EACH ACQUIROR PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR

NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF ANY ACQUIROR PARTY THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY GROUP OR ANY OF ITS REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF ANY ACQUIROR PARTY BY OR ON BEHALF OF THE MANAGEMENT OF SUCH ACQUIROR PARTY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY GROUP OR ANY OF ITS REPRESENTATIVES IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS.

ARTICLE 6

COVENANTS

Section 6.1 Conduct of Business of the Company.

(a) From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article 8, the Company shall, and shall cause its Subsidiaries to, except as (i) expressly required by this Agreement or any Ancillary Document, (ii) required by applicable Law (including any Pandemic Measures), (iii) set forth on Section 6.1(a) of the Company Disclosure Schedules, or (iv) consented to in writing by Acquiror, (A) operate the Business in the ordinary course, and (B) use commercially reasonable efforts to (1) maintain and preserve intact the business organization, assets, properties and material business relations of the Company Group Members and keep available the services of their respective directors, managers, officers, key employees and Contractors, and (2) progress to executed Contracts the commitments set forth in Section 4.7(c) of the Company Disclosure Schedules subject to the power consumption needs of the Business during such period. Unless doing so is impracticable due to emergency or urgent circumstances, the Company shall provide advance notice to and reasonably consult with Acquiror prior to or promptly following the taking of any action that would be otherwise prohibited or restricted by this Section 6.1(a) but for clause (ii) above.

(b) Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article 8, the Company shall, except as (i) expressly required by this Agreement or any Ancillary Document, (ii) required by applicable Law (including any Pandemic Measures), (iii) set forth on Section 6.1(b) of the Company Disclosure Schedules, or (iv) consented to in writing by Acquiror, not do, and shall not permit any of its Subsidiaries to do, any of the following:

(i) declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of the Company Group or repurchase any outstanding Equity Securities of the Company Group, other than (A) dividends or distributions to other Company Group Members and (B) Tax Advances (as defined in the Company LLC Agreement) made to the members of the Company pursuant to the Company LLC Agreement;

(ii) directly or indirectly acquire, whether by merging or consolidating with, by purchasing a substantial portion of the assets of, by purchasing any Equity Securities of, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or Person or division thereof;

(iii) adopt any amendments, supplements, restatements or modifications to the Governing Documents of any Company Group Member;

(iv) issue, deliver, sell, transfer, grant, pledge or otherwise directly or indirectly dispose of, or place any Lien (other than Permitted Liens) on, any (A) Equity Securities of any Company Group Member or

(B) options, warrants or other rights to purchase or obtain any Equity Securities of any Company Group Members, in each case other than in connection with the grant of any equity awards to employees or other service providers of any Company Group Member in the ordinary course of business consistent with past practice; provided that in the event of an extension of the Termination Date in accordance with Section 8.1(d), the Company Group shall be permitted to issue or sell any Equity Securities of the Company that in the aggregate with the amount of any Indebtedness incurred, created or assumed under the proviso in Section 6.1(b)(vi) does not to exceed $100,000,000;

(v) sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, covenant not to assert, covenant not to sue with respect to, subject to or grant any Lien (other than Permitted Liens) on, or otherwise dispose of, any assets, rights or properties (including Intellectual Property Rights) of any Company Group Member, other than (A) the sale or other disposition of equipment deemed by the Company in its reasonable business judgment to be obsolete in the ordinary course of business, (B) the sale or disposition of immaterial assets (excluding Intellectual Property Rights) by any Company Group Member in an amount not in excess of $250,000 in the aggregate, or (C) the sale of Bitcoin by any Company Group Member either in the ordinary course of business consistent with past practice or consistent with the annual budget included in the Company’s financial projections for 2021 and 2022 that have been made available to Acquiror;

(vi) (A) incur, create or assume any Indebtedness in excess of $1,000,000, individually or in the aggregate, except with respect to any Indebtedness contemplated by that certain Third Amended and Restated Credit Agreement, dated November 19, 2021, by and among OpCo, Blockchain, and the other parties thereto, (B) modify, in any material respect, the terms of any Indebtedness or (C) assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for Indebtedness; provided that in the event of an extension of the Termination Date in accordance with Section 8.1(d), the Company Group shall be permitted to incur, create or assume any Indebtedness that in the aggregate with the amount of any Equity Securities of the Company issued and sold under the proviso in Section 6.1(b)(iv) does not exceed $100,000,000;

(vii) fail to maintain in full force and effect insurance policies covering the Company Group Members and their respective properties, assets and businesses in a form and amount consistent with the policies in effect as of the date of this Agreement;

(viii) enter into any Contract that, if in existence as of the date of this Agreement, would be a Material Contract or amend, modify, waive any material benefit or right under or terminate any Material Contract (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such Material Contract pursuant to its terms and made in the ordinary course of business), in each case except as consistent with the annual budget included in the Company’s financial projections for 2021 and 2022 that have been made available to Acquiror;

(ix) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person (other than any Company Group Member), other than the reimbursement of expenses of employees in the ordinary course of business for expenses not to exceed $25,000 individually or $100,000 in the aggregate;

(x) except as required under the terms of any Employee Benefit Plan, (A) amend, modify, adopt, enter into or terminate any Employee Benefit Plan or any material benefit or compensation plan, policy, program or Contract that would be an Employee Benefit Plan if in effect as of the date of this Agreement, other than for renewals in the ordinary course of business; (B) increase the compensation payable to any individual contractor, manager, director, officer or employee of the Company Group, other than in each case annual and merit-based raises made in the ordinary course of business; (C) take any action to accelerate any payment, right to payment, or benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any individual contractor, manager, director, officer or employee of the Company Group; (D) grant any additional rights to severance, termination, change in control, retention or similar compensation to any individual

contractor, manager, director, officer or employee of the Company Group; (E) make any material change in the key management structure of any Company Group Member, including the hiring of additional officers or the termination of existing officers (other than for cause); or (F) hire, engage, terminate (without cause), furlough, or temporarily layoff any employee of the Company Group, individual independent contractor, or any other individual who is providing or will provide services to any Company Group Members other than any employee of the Company Group, individual independent contractor, or other individual with annual compensation of less than $175,000;

(xi) waive or release any noncompetition, non-solicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any manager, employee, Contractor, director or officer of any Company Group Member;

(xii) implement or announce any employee layoffs, plant closings, furloughs, reductions in force, reductions in compensation, salaries, wages, hours or benefits, work schedule changes or such similar actions that could implicate the WARN Act;

(xiii) (A) negotiate, modify, extend, or enter into any collective bargaining agreement or (B) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employee of the Company Group;

(xiv) make or change any entity classification or other material Tax election or adopt or change any material Tax accounting method in a manner inconsistent with past practice, file any material Tax Return in a manner inconsistent with past practices or amend any material Tax Return, enter into any agreement with a Governmental Entity with respect to a material amount of Taxes, settle or compromise any claim or assessment by a Governmental Entity in respect of any material amount of Taxes, or consent to any extension or waiver of the statutory period of limitation applicable to any claim or assessment in respect of a material amount of income Taxes, or enter into any Tax sharing or similar agreement other than in the ordinary course of business, if such action would be reasonably expected to materially increase the present or future Tax Liability of any Company Group Member, the Surviving Company or their respective Affiliates;

(xv) (A) cancel or compromise any claim or Indebtedness owed to any Company Group Member or (B) settle any pending or threatened Proceeding, (1) if such settlement would require payment by any Company Group Member in an amount greater than $500,000, in the aggregate, (2) to the extent such settlement involves a Governmental Entity or alleged criminal wrongdoing, or (3) if such settlement will impose any material, non-monetary obligations on any Company Group Member, Acquiror or any of its Affiliates after the Closing;

(xvi) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Company Group Member;

(xvii) redeem, purchase, repurchase or otherwise acquire, or offer to redeem, purchase, repurchase or acquire, any Equity Securities of any Company Group Member, other than redemptions of any Equity Securities from former employees, directors or other service providers upon the terms set forth in the underlying Contracts governing such Equity Securities and disclosed on Section 6.1(b)(xvii) of the Company Disclosure Schedules;

(xviii) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of any Company Group Member;

(xix) make any capital expenditures other than (i) the capitalized portion of labor with respect to any expenditure and (ii) any capital expenditure (or series of related capital expenditures) consistent in all

material respects with the Company’s annual capital expenditures budget included in the Company’s financial projections for 2021 and 2022 that have been made available to Acquiror (which capital expenditures may be made in 2021 or 2022);

(xx) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions;

(xxi) except in the ordinary course of business, modify, extend or amend any Real Property Lease, or terminate any Real Property Lease, or enter into any new Real Property Lease or other agreement for the use or occupancy of any real property;

(xxii) change the Company’s methods of accounting in any material respect, other than as may be required by GAAP; or

(xxiii) enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 6.1(b).

Notwithstanding anything in this Section 6.1 or this Agreement to the contrary, nothing set forth in this Agreement shall give Acquiror, directly or indirectly, the right to control or direct the operations of any Company Group Member prior to the Closing.

Section 6.2 Efforts to Consummate.

(a) Subject to the terms and conditions herein provided, each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 7 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement and (ii) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 6.2(a) of the Company Disclosure Schedules to be terminated effective as of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, Acquiror)). Without limiting the generality of the foregoing, each of the Parties shall use commercially reasonable efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Entities necessary, proper or advisable to consummate the Transactions, including preparing and submitting any required notices related to any registrations obtained by any Company Group Member from any Governmental Entity and preparing and submitting any requests to amend or novate any Permits related to Trade Controls that may be necessary as a consequence of the Transactions. The Company shall bear the costs incurred in connection with obtaining such Consents, including the HSR Act filing fee; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make any appropriate filings pursuant to the HSR Act with respect to the Transactions within ten (10) Business Days following the date of this Agreement and any appropriate filings required by the Antitrust Laws other than the HSR Act promptly following the date of this Agreement and (B) respond as promptly as reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may be requested pursuant to the HSR Act or any such other Antitrust Law. Acquiror shall promptly inform the Company of any communication between any Acquiror Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform Acquiror of any communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the Transactions. Without limiting the foregoing, each Party and their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of Acquiror and

the Company. Nothing in this Section 6.2 obligates any Party or any of its Affiliates to agree to (1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of the Company, (2) terminate, amend or assign existing relationships and contractual rights or obligations, (3) amend, assign or terminate existing licenses or other agreements, or (4) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party, except with Acquiror’s and the Company’s prior written consent.

(b) From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Acquiror Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of any Acquiror Party) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Entity relating to the Transactions. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with any Governmental Entity in connection with the Transactions unless it consults with, in the case of any Acquiror Party, the Company, or, in the case of the Company, Acquiror in advance.

(c) Notwithstanding anything to the contrary in the Agreement, in the event that this Section 6.2 conflicts with any other covenant or agreement in this Article 6 that is intended to specifically address certain subject matter, then such other covenant or agreement shall govern and control solely to the extent of such conflict.

Section 6.3 Confidentiality and Access to Information.

(a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 6.3(a) or the Confidentiality Agreement conflicts with any other covenant or agreement contained herein that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict.

(b) From and after the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement in accordance with Article 8, upon reasonable advance written notice, the Company shall provide, or cause to be provided, to Acquiror and its Representatives during normal business hours reasonable access to the directors, officers, books, records, Company IT Systems, facilities and properties of each Company Group Member (in a manner so as to not interfere with the normal business operations of such Company Group Member and subject to any applicable Pandemic Measures), and shall use its and their commercially reasonable efforts to furnish such Representatives with all financial and operating data and other information concerning the affairs of the Company Group Members that are in the possession of any Company Group Member, in each case, as Acquiror and its Representatives may reasonably request. Notwithstanding the foregoing, the Company shall not be required to provide, or cause to be provided to, Acquiror or any of its Representatives any information (i) if, and to the extent, doing so would (A) violate any Law to which a Company Group Member is subject or (B) jeopardize protections afforded to any Company Group Member under the attorney-client privilege or the attorney work product doctrine (provided that, in case of both of clauses (A) and (B), the Company shall use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege or Law and (y) provide such information in a manner without violating such privilege or Law), or (ii) if the Company, on the one hand, and any Acquiror Party or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

(c) From and after the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement in accordance with Article 8, upon reasonable advance written notice, Acquiror shall provide,

or cause to be provided, to the Company and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Acquiror Parties (in a manner so as to not interfere with the normal business operations of the Acquiror Parties and subject to any applicable Pandemic Measures). Notwithstanding the foregoing, Acquiror shall not be required to provide, or cause to be provided to, the Company or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Acquiror Party is subject or (B) jeopardize protections afforded to any Acquiror Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of both of clauses (A) and (B), Acquiror shall use, and shall cause the other Acquiror Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege or Law and (y) provide such information in a manner without violating such privilege or Law) or (ii) if an Acquiror Party, on the one hand, and the Company or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Acquiror shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

(d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Section 6.4 Public Announcements.

(a) Prior to the Effective Time, subject to Section 6.4(a), Section 6.7, and Section 6.8(a), none of the Parties or any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the Transactions without the prior written consent of the Company and Acquiror; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law (including pursuant to the Securities Laws or the rules of any national securities exchange), in which case the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with the Company, if the disclosing party is any Acquiror Party, or with Acquiror, if the disclosing party is the Company, to review such announcement or communication and provide the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 6.4, (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the Transactions and (iv) regarding the status and terms (including price terms) of this Agreement and the Transactions to their respective directors, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the ordinary course of their respective businesses, in each case under this clause (iv), so long as such recipients are obligated to keep such information confidential.

(b) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, but in any event within four (4) Business Days thereafter, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, on the one hand, and Acquiror, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Acquiror, as applicable) a press release announcing the consummation of the Transactions (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Acquiror and the Company shall cooperate in good faith with respect to the preparation of, and, at least five (5) days prior to the Closing, Acquiror shall prepare a draft of, the Form 8-K announcing the Closing, together with, or incorporating by reference, the information required by, and in compliance with, the

Securities Laws (the “Closing Filing”). Concurrently with the Closing, or as soon as practicable, but in any event within four (4) Business Days, thereafter, Acquiror shall file the Closing Filing with the SEC. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Section 6.5 Tax Matters.

(a) The Parties intend that for U.S. federal (and, as applicable, state and local) income Tax purposes, the receipt by Acquiror of the Acquired Surviving Company Units in the Merger be treated as the contribution of the Acquired Surviving Company Units by the Holders to Acquiror in exchange for Acquiror’s payment to the applicable Holders of the Merger Consideration in a transaction described under Section 351(a) of the Code (the “Intended Tax Treatment”). Each of the Parties shall use commercially reasonable efforts not to take an action that could reasonably be expected to cause the Merger to fail to qualify for the Intended Tax Treatment. It is understood that notwithstanding the application of Section 351(a) to the exchange, certain Holders may recognize gain consistent with the terms of Revenue Ruling 80-323, to account for the liabilities of the Surviving Company that are allocated to those Holders (the “Modified Intended Tax Treatment”).

(b) Except as required by a “determination” within the meaning of Section 1313 of the Code, the Parties shall, and shall cause each of their respective applicable Affiliates to: (i) prepare and file all Tax Returns consistent with the Intended Tax Treatment or the Modified Intended Tax Treatment, as applicable (collectively, the “Tax Positions”); (ii) take no position in any communication with any Governmental Entity or any other action inconsistent with the Tax Positions; (iii) promptly inform each other of any challenge by any Governmental Entity to any portion of the Tax Positions; (iv) consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any such challenge to any portion of the Tax Positions; and (v) use their respective commercially reasonable efforts to defend the Tax Positions in any audit, examination, claim or other similar proceeding.

(c) Acquiror shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns for the Surviving Company and any Company Group Member required to be filed after the Closing. With respect to any Tax Returns of the Surviving Company, the Company or their Subsidiaries that are of the type used to report the income, loss, gain, deduction and other Tax attributes from the operation of a partnership or other pass-through entity and that are of the type that could reflect items of income, loss, gain, deduction or other Tax attributes required to be included on a Tax Return of a Holder, and which Tax Return of the Surviving Company, the Company or any of its Subsidiaries relates solely to a taxable period (or portion thereof) ending on or before the Closing Date (whether or not such items are actually reflected thereon) (each such Tax Return, a “Pre-Closing Flow-Through Tax Return” and each such item a “Pre-Closing Flow-Through Tax Item”), such Tax Returns shall be prepared consistent with past practice, except as otherwise required by applicable Law. All other Tax Returns shall be prepared consistent with the provisions of the Surviving Company A&R LLCA. Notwithstanding anything in this Agreement to the contrary, to the extent that Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, apply to the Surviving Company, the Company or its Subsidiaries, unless otherwise agreed in writing by Acquiror, the Surviving Company or the Company shall make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment by the Company for any taxable year that begins and ends on or before the Closing Date, and the Parties shall take any other action such as filings, disclosures and notifications necessary to effectuate such election.

(d) All Transfer Taxes incurred in connection with this Agreement shall be borne by Acquiror and paid when due. Acquiror shall timely file all necessary Tax Returns and other documentation with respect to all such Tax Returns and, if required by applicable Law, the Holders will join in the execution of any such Tax Return or documentation.

(e) Acquiror and the Holders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing or amendment of Tax Returns, the preparation of schedules described in Section 6.5(b) and any audit or other proceeding with respect to Taxes or Tax Returns of Acquiror, the Surviving Company, the Company or its Subsidiaries. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Any out-of-pocket expenses incurred in connection with the operation of this Section 6.5(e) shall be borne by the requesting Party.

(f) Prior to the Closing, the Company shall deliver to Acquiror either a properly completed and signed IRS Form W-9 or applicable IRS Form W-8 for each Holder.

(g) If the SEC requests or requires that a tax opinion be prepared and submitted in connection with the preparation and filing of the Registration Statement, (i) each of Acquiror and the Company shall deliver to Troutman Pepper Hamilton Sanders LLP (“Troutman”) customary Tax representation letters satisfactory to Troutman, signed by an authorized officer, and dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by Troutman in connection with the preparation and filing of the Registration Statement, and (ii) Troutman shall render an opinion in connection with the filing of the Registration Statement subject to customary assumptions and limitations, to the effect that the Intended Tax Treatment, or the Modified Intended Tax Treatment, as applicable, should apply to the Merger (the “Tax Opinion”); provided that Troutman shall not be required to render the Tax Opinion if Troutman determines that under applicable Tax Law it is not the case that the Merger should satisfy the Intended Tax Treatment or the Modified Intended Tax Treatment, as applicable. For the avoidance of doubt, if Troutman is unable to provide the Tax Opinion pursuant to the immediately preceding sentence because it determines that under applicable Tax Law it is not the case that the Merger should satisfy the Intended Tax Treatment or the Modified Intended Tax Treatment, as applicable, then the Registration Statement shall be revised to state that the Merger is not expected to be a transaction described by Section 351(a) of the Code.

(h) In the event that, between the date hereof and the date on which the SEC declares the Registration Statement effective, (i) there is a change in the Code, Treasury Regulations, case Law, or Internal Revenue Service interpretations of Law, and the Parties mutually agree that, as a result of such change, the Merger should not result in the Intended Tax Treatment (or the Modified Intended Tax Treatment), or (ii) Acquiror has advised the Company in writing that it will not provide representations to support the Intended Tax Treatment (or the Modified Intended Tax Treatment) that have been agreed by the Parties on or prior to the date of this Agreement and as a result of Acquiror not providing such representations, Troutman has advised the Company that it cannot provide the Tax Opinion, then, in either case, the Parties agree to negotiate in good faith for a period of up to sixty (60) days to restructure the Transactions such that the Merger should qualify for the Intended Tax Treatment (or the Modified Intended Tax Treatment) or should otherwise not require the Holders to recognize taxable income as a result of the Merger.

Section 6.6 Non-Solicitation.

(a) From the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article 8, the Company shall not, shall direct its Representatives not to, and shall not permit any other Company Group Member to or knowingly permit its Representatives to, directly or indirectly: (i) solicit, initiate, knowingly encourage, knowingly facilitate, discuss or negotiate any inquiry, proposal or offer (written or oral) with respect to a Company Alternative Transaction; (ii) furnish or disclose any non-public information to any Person (other than to the Parties and their respective Representatives) in connection with, or that would reasonably be expected to lead to, a Company Alternative Transaction; (iii) enter into any Contract or other binding arrangement or understanding regarding a Company Alternative Transaction; or (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Company Group Member. Upon the execution of this Agreement, the Company shall immediately cease and cause to be

terminated all existing discussions, negotiations and communications, if any, between any Company Group Member (or any of its Representatives) and any Persons (other than the Acquiror Parties and their Representatives) with respect to any Company Alternative Transaction.

(b) From the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article 8, the Acquiror Parties shall not, shall direct their Representatives not to, and shall not knowingly permit its Representatives to, directly or indirectly: (i) solicit, initiate, knowingly encourage, knowingly facilitate, discuss or negotiate any inquiry, proposal or offer (written or oral) with respect to an Acquiror Alternative Transaction; (ii) furnish or disclose any non-public information to any Person (other than to the Parties and their respective Representatives) in connection with, or that would reasonably be expected to lead to, an Acquiror Alternative Transaction; or (iii) enter into any Contract or other binding arrangement or understanding regarding an Acquiror Alternative Transaction. Upon the execution of this Agreement, Acquiror shall immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, between any Acquiror Party (or any of its Representatives) and any Persons (other than the Company Group and its Representatives) with respect to any Acquiror Alternative Transaction.

(c) Each Party shall notify the other Party promptly after receipt by such Party or any of its Representatives of any Acquiror Alternative Transaction or Company Alternative Transaction, as applicable, any inquiry that would reasonably be expected to lead to an Acquiror Alternative Transaction or Company Alternative Transaction, as applicable, or any request for non-public information of such Party related to an Acquiror Alternative Transaction or Company Alternative Transaction, as applicable. In such notice, the Party shall identify the third party making any such Acquiror Alternative Transaction or Company Alternative Transaction, as applicable, indication or request and provide the details of the material terms and conditions of any such Acquiror Alternative Transaction or Company Alternative Transaction, as applicable, indication or request.

Section 6.7 Preparation of Registration Statement and Proxy Statement.

(a) As promptly as practicable following the date of this Agreement, the Company shall provide to Acquiror (i) the audited consolidated balance sheets of the Company Group as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income, changes in members’ equity (deficit) and cash flows of the Company Group for the years ended December 31, 2019 and December 31, 2020 prepared in accordance with (A) GAAP applied on a consistent basis throughout the covered periods and (B) Regulation S-X, each audited in accordance with the auditing standards of the Public Company Accounting Oversight Board (the “PCAOB”) and (ii) the unaudited consolidated balance sheet of the Company Group, and the related unaudited consolidated statements of income, changes in members’ equity (deficit) and cash flows, prepared in accordance with (A) GAAP applied on a consistent basis throughout the covered periods and (B) Regulation S-X that have been reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105, for each fiscal quarter of the Company Group between January 1, 2021 and September 30, 2021 (and the comparable period in the prior year). All costs incurred in connection with preparing and obtaining such audited and unaudited financial statements shall be borne by the Company.

(b) As promptly as practicable following the date of this Agreement and the delivery of all information required by Section 6.7(a), (i) the Parties shall prepare, and Acquiror shall file with the SEC (i) a preliminary proxy statement/prospectus in connection with the Merger to be filed as part of the Registration Statement and sent to the Pre-Closing Acquiror Stockholders relating to the Acquiror Stockholders Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Required Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus, which shall comply as to form, in all material respects, with all applicable Securities Laws and the DGCL. Each Company Group Member shall cause its officers and employees to be reasonably available to Acquiror and its counsel in connection with the drafting of the Proxy Statement and Registration Statement and responding in a timely manner to comments on the Proxy Statement and Registration

Statement from the SEC. The Company agrees to promptly provide Acquiror with all information concerning the Business and the management, operations, business and financial condition of the Company Group Members and Holders, in each case, as reasonably requested by Acquiror for inclusion in the Proxy Statement and Registration Statement. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause its officers and employees to, reasonably cooperate with Acquiror in connection with (i) the drafting of the Proxy Statement and Registration Statement, (ii) the preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Securities Laws, and (iii) responding in a timely manner to comments on the Proxy Statement and Registration Statement from the SEC. The Parties shall each use their commercially reasonable efforts to respond to all comments from the SEC as promptly as practicable. As promptly as reasonably practicable following the time at which the Registration Statement is declared effective under the Securities Act, Acquiror shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Pre-Closing Acquiror Stockholders. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement prior to the filing thereof with the SEC and Acquiror shall give reasonable consideration to any such comments. Acquiror shall promptly notify the Company and their legal counsel upon the receipt of any comments received by Acquiror or its legal counsel from the SEC or its staff with respect to the Registration Statement, or any request from the SEC for amendments or supplements to the Registration Statement, and shall promptly provide the Company and their legal counsel with copies of all substantive written correspondence between Acquiror and its Representatives, on the one hand, and the SEC, on the other hand, or, if not in writing, a description of such communication. Acquiror shall give the Company and its legal counsel a reasonable opportunity to participate in preparing Acquiror’s proposed responses to comments received from the SEC or its staff and to promptly provide comments on any proposed response thereto, and Acquiror shall give reasonable consideration to any such comments.

(c) Acquiror will advise the Company promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed.

(d) Acquiror, acting through the Acquiror Board, shall include in the Registration Statement the Acquiror Board Recommendation and shall, consistent with the terms of this Agreement, otherwise use its commercially reasonable efforts to solicit proxies from the Pre-Closing Acquiror Stockholders in favor of each of the Required Transaction Proposals.

(e) If, at any time prior to the Acquiror Stockholders Meeting, any event or circumstance should be discovered by Acquiror which is required to be set forth in an amendment or a supplement to the Registration Statement by the applicable requirements of the Federal Securities Laws, Acquiror shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the Transactions will comply as to form, in all material aspects, with the applicable requirements of the Federal Securities Laws.

(f) If, at any time prior to the Closing, any event or circumstance should be discovered by the Company or Holders which is required to be set forth in an amendment or a supplement to the Registration Statement by the applicable requirements of the Federal Securities Laws, the Company shall promptly inform Acquiror.

Section 6.8 Acquiror Stockholder Approval.

(a) As promptly as reasonably practicable following the time at which the Registration Statement is declared effective under the Securities Act, Acquiror shall duly convene and hold a meeting of its stockholders (the “Acquiror Stockholders Meeting”) in accordance with the Governing Documents of Acquiror, for the purposes of obtaining the Acquiror Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders that they vote their shares of Acquiror

Common Stock in favor of (a) the adoption and approval of this Agreement, the Ancillary Documents and the Transactions; (b) the issuance of Acquiror Common Stock in connection with the Merger; (c) the adoption and approval of the Acquiror A&R Certificate of Incorporation and Acquiror Bylaws; (d) the election of the directors constituting the Acquiror Board, if any; (e) the adoption of the New Equity Incentive Plan; (f) the adoption and approval of each other proposal that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement or in correspondence related thereto; (g) the adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the consummation of the Transactions; and (h) the adoption and approval of a proposal for the adjournment of the Acquiror Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (a) through (h) together, the “Required Transaction Proposals” and such recommendation of the Acquiror Board, the “Acquiror Board Recommendation”); provided that Acquiror may postpone or adjourn the Acquiror Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Acquiror has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Acquiror Stockholders prior to the Acquiror Stockholders Meeting or (D) if the Pre-Closing Acquiror Stockholders have elected to redeem a number of shares of Acquiror Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 7.1(c) not being satisfied.

(b) The Registration Statement shall include materials for the adoption and approval by the Pre-Closing Acquiror Stockholders of a new equity incentive plan (the “New Equity Incentive Plan”), which will provide for grant of awards (in the form of cash as well as equity and/or equity-based awards) to employees and other service providers of Acquiror following the consummation of the Merger. The Company shall provide a form of the New Equity Incentive Plan within thirty (30) days after the date of this Agreement; Acquiror shall have a right to review and approve in advance, such approval not to be unreasonably withheld, conditioned or delayed, such New Equity Incentive Plan; and the Parties shall otherwise cooperate to include such terms and conditions as are customary and appropriate for the New Equity Incentive Plan.

Section 6.9 Merger Sub Member Approval. As promptly as reasonably practicable (and in any event within one Business Day) following the date of this Agreement, Acquiror, as the sole member of Merger Sub, will approve and adopt this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the Transactions.

Section 6.10 Conduct of Business of Acquiror. From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article 8, Acquiror shall not, and it shall cause its Subsidiaries not to, except as expressly required by this Agreement or any Ancillary Document, as required by applicable Law (including any Pandemic Measures), as set forth on Section 6.10 of the Acquiror Disclosure Schedules, or as expressly consented to in writing by the Company, do any of the following:

(a) seek an approval from the Pre-Closing Acquiror Stockholders of, or otherwise adopt, any amendments, supplements, restatements or modifications to the Trust Agreement or the Governing Documents of any Acquiror Party;

(b) (i) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of any Acquiror Party, (ii) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of any Acquiror Party, or (iii) other than in connection with the Acquiror Stockholder Redemption, in connection with the exercise of any Acquiror Warrants outstanding on the date hereof, or as otherwise required by Acquiror’s Governing Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of any Acquiror Party;

(c) (i) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities of any Acquiror Party other than the issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the date hereof or (ii) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein;

(d) (i) incur, create or assume any Indebtedness in excess of $1,000,000, individually or in the aggregate, (ii) modify, in any material respect, the terms of any Indebtedness or (iii) assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for Indebtedness;

(e) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person (other than any Acquiror Party), other than the reimbursement of expenses of employees in the ordinary course of business for expenses not to exceed $25,000 individually or $100,000 in the aggregate;

(f) enter into, renew, modify or revise any Acquiror Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be an Acquiror Related Party Transaction), other than the entry into any Contract with an Acquiror Related Party with respect to the incurrence of Indebtedness permitted by Section 6.10(d);

(g) engage in any activities or business, or incur any material Acquiror Liabilities, other than any activities, businesses or Acquiror Liabilities that are otherwise permitted under this Section 6.10 (including, for the avoidance of doubt, any activities or business contemplated by, or Liabilities incurred in connection with, this Agreement or any Ancillary Document);

(h) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Acquiror Party;

(i) enter into any Contract with any broker, finder, investment bank or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions;

(j) make or change any entity classification or other material Tax election or adopt or change any material Tax accounting method in a manner inconsistent with past practice, file any material Tax Return in a manner inconsistent with past practices or amend any material Tax Return, enter into any agreement with a Governmental Entity with respect to a material amount of Taxes, settle or compromise any claim or assessment by a Governmental Entity in respect of any material amount of Taxes, or consent to any extension or waiver of the statutory period of limitation applicable to any claim or assessment in respect of a material amount of income Taxes, or enter into any Tax sharing or similar agreement other than in the ordinary course of business, if such action would be reasonably expected to materially increase the present or future Tax Liability of any Acquiror Party or their respective Affiliates;

(k) change Acquiror’s methods of accounting in any material respect, other than as may be required by GAAP;

(l) settle any pending or threatened Proceeding, (i) if such settlement would require payment by any Acquiror Party in an amount greater than $500,000, in the aggregate, (ii) to the extent such settlement involves a Governmental Entity or alleged criminal wrongdoing, or (iii) if such settlement will impose any material, non-monetary obligations on any Company Group Member, Acquiror or any of its Affiliates after the Closing;

(m) make or permit to be made any distribution of amounts held in the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement);

(n) create any new Subsidiary;

(o) materially amend, modify, or consent to the termination (excluding any expiration in accordance with its terms and excluding any termination by any Acquiror Party for cause) of, any Contracts (including engagement letters) with any of the financial advisors identified on Section 5.4 of the Acquiror Disclosure Schedules in a manner adverse to Acquiror or that would increase, add to or supplement any Acquiror Expenses, or enter into a Contract that if entered into prior to the date of this Agreement would require the payment of amounts that would constitute Acquiror Expenses;

(p) engage or hire any employees or agree to engage or hire any employees or establish, adopt or incur any Liability, including as an ERISA Affiliate (substituting “Acquiror Party” for the “Company” in such definition) with respect to (i) any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA) or (ii) any stock option plan, stock purchase plan, or any other equity or equity-based compensation; bonus or incentive plan; severance pay plan, program, or arrangement; deferred compensation arrangement or agreement; employment agreement; compensation plan, program, agreement, or arrangement; change in control plan, program, or arrangement; supplemental income arrangement; retention; retirement; welfare; vacation; fringe benefit; or other compensation or employee benefit plan, program, policy, agreement, or arrangement not described in (i); or

(q) enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 6.10.

Section 6.11 NYSE Listing. From the date of this Agreement through the Effective Time, Acquiror shall use commercially reasonable efforts to ensure Acquiror remains listed as a public company on NYSE. Acquiror shall use commercially reasonable efforts to, as promptly as reasonably practicable after the date of this Agreement (with effect as of immediately following the Effective Time), (a) cause the Acquiror Common Stock issuable in accordance with this Agreement to be approved for listing on NYSE (and the Company shall reasonably cooperate in connection therewith), subject to official notice of issuance, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Effective Time, and (b) satisfy any applicable initial and continuing listing requirements of NYSE.

Section 6.12 Trust Account. Upon satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 7 and provision of notice thereof to the Trustee, (a) at the Closing, Acquiror shall (i) cause the documents, certificates and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) make all appropriate arrangements to cause the Trustee to (A) pay as and when due all amounts, if any, payable to the public stockholders of Acquiror pursuant to the Acquiror Stockholder Redemption, (B) pay the amounts due to the underwriters of Acquiror’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement, (C) pay the Unpaid Company Expenses and Unpaid Acquiror Expenses and (D) immediately thereafter, pay all remaining amounts then available in the Trust Account to Acquiror in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 6.13 Acquiror Indemnification.

(a) Each Party agrees that (i) all rights to advancement, indemnification, limitations on liability or exculpation now existing in favor of the directors and officers of each Acquiror Party, as provided in the applicable Acquiror Party’s Governing Documents in effect as of immediately prior to the Effective Time, in either case, solely with respect to any acts, errors or omissions occurring on or prior to the Effective Time, shall survive the Transactions and shall continue in full force and effect from and after the Effective Time for a period of six (6) years and (ii) Acquiror will perform and discharge, or cause to be performed and discharged, all obligations to provide such advancement, indemnity, limitations on liability and exculpation during such six (6)-year period. During such six (6)-year period, Acquiror shall advance, or cause to be advanced, expenses in connection with such indemnification as provided in the applicable Acquiror Party’s Governing Documents or

other applicable agreements in effect as of the date hereof. The advancement, indemnification and liability limitation or exculpation provisions of the Acquiror Parties’ Governing Documents or in other applicable agreements in effect as of immediately prior to the Effective Time shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Effective Time or at any time prior to such time, were directors or officers of any Acquiror Party (the “Acquiror D&O Persons”) to receive advancement, be so indemnified, have their liability limited or be exculpated with respect to any act, error or omission occurring on or prior to the Effective Time by reason of the fact that such Acquiror D&O Person was a director or officer of any Acquiror Party immediately prior to the Effective Time unless such amendment, repeal or other modification is required by applicable Law.

(b) Acquiror shall not have any obligation under this Section 6.13 to any Acquiror D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Acquiror D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c) If, following the Closing, Acquiror (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of Acquiror shall assume all of the obligations set forth in this Section 6.13.

(d) The Acquiror D&O Persons entitled to the advancement, indemnification, liability limitation, and exculpation set forth in this Section 6.13 are intended to be third party beneficiaries of this Section 6.13. This Section 6.13 shall survive the consummation of the Transactions and shall be binding on all successors and assigns of Acquiror.

Section 6.14 Company Indemnification.

(a) Each Party agrees that (i) all rights to advancement, indemnification, limitations on liability, or exculpation now existing in favor of the managers and officers of any Company Group Member, as provided in the Company Group Member’s Governing Documents in effect as of immediately prior to the Effective Time, in either case, solely with respect to any acts, errors or omissions occurring on or prior to the Effective Time, shall survive the Transactions and shall continue in full force and effect from and after the Effective Time for a period of six (6) years and (ii) Acquiror will perform and discharge, or cause to be performed and discharged, all obligations to provide such advancement, indemnity, limitations on liability and exculpation during such six (6)-year period. During such six (6)-year period, Acquiror shall advance, or cause to be advanced, expenses in connection with such indemnification as provided in the applicable Company Group Member’s Governing Documents or other applicable agreements in effect as of the date hereof. The advancement, indemnification and liability limitation or exculpation provisions of any Company Group Member’s Governing Documents or in other applicable agreements in effect as of immediately prior to the Effective Time shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Effective Time or at any time prior to such time, were managers or officers of the applicable Company Group Member (the “Company D&O Persons”) to receive advancement, be so indemnified, have their liability limited or be exculpated with respect to any act, error or omission occurring on or prior to the Effective Time by reason of the fact that such Company D&O Person was a director or officer of the applicable Company Group Member prior to the Effective Time, unless such amendment, repeal or other modification is required by applicable Law.

(b) None of Acquiror or the Company shall have any obligation under this Section 6.14 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(d) The Company D&O Persons entitled to the advancement, indemnification, liability limitation and exculpation set forth in this Section 6.14 are intended to be third party beneficiaries of this Section 6.14. This Section 6.14 shall survive the consummation of the Transactions and shall be binding on all successors and assigns of Acquiror.

Section 6.15 Post-Closing Directors and Officers.

(a) Subject to applicable listing rules of NYSE, applicable Law and the second sentence of Section 6.15(b), not less than five (5) Business Days prior to the initial filing of the Registration Statement with the SEC:

(i) the Company shall designate in writing to Acquiror four (4) Persons that will serve on the Acquiror Board as of immediately following Closing, which shall include the Persons set forth on Section 6.15(a)(i) of the Company Disclosure Schedules; and

(ii) Acquiror shall designate in writing to the Company three (3) Persons that will serve on the Acquiror Board as of immediately following Closing, which shall include the Persons set forth on Section 6.15(a)(ii) of the Acquiror Disclosure Schedules.

(b) For the avoidance of doubt, as of immediately following Closing, the Acquiror Board shall consist of seven (7) directors. Notwithstanding the designation rights of the Parties in Section 6.15(a), not less than a majority of the directors on the Acquiror Board as of immediately following the Closing shall qualify as independent directors. In the event that any designee designated pursuant to Section 6.15(a) is unable or unwilling to serve, for any reason, as a director on the Acquiror Board at the Effective Time, the Party(ies) that designated such designee shall have the right to designate another individual to become a designee in place of such unavailable designee. The designees appointed pursuant to this Section 6.15 shall be assigned to classes of the Acquiror Board and the committees of the Acquiror Board as determined by Acquiror and the Company not less than five (5) Business Days prior to the initial filing of the Registration Statement with the SEC.

(c) The Persons identified on Section 6.15(c) of the Company Disclosure Schedules shall be the officers of Acquiror immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any Person identified on Section 6.15(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an officer, then, prior to the mailing of the Registration Statement to the Pre-Closing Acquiror Stockholders, the Company may, subject to applicable listing rules of NYSE and applicable Law, replace such individual with another individual to serve as such officer by amending Section 6.15(c) of the Company Disclosure Schedules to include such replacement individual as such Officer.

(d) Each Party shall take all such action as may be necessary or appropriate to give effect to the designations set forth in Section 6.15(a), Section 6.15(b) and Section 6.15(c) as of immediately following Closing.

(e) At the Closing, Acquiror shall enter into customary indemnification agreements, in a form reasonably satisfactory to each of the Company and Acquiror, with the post-Closing directors and officers of Acquiror as determined pursuant to this Section 6.15 other than any such directors or officers who were already party to an indemnification agreement with Acquiror immediately prior to the Closing.

Section 6.16 Expense Statement. At least five (5) Business Days prior to the contemplated Closing Date, Acquiror shall deliver to the Company a written statement setting forth Acquiror’s good faith estimate of each Unpaid Acquiror Expense as of the Closing Date.

Section 6.17 No Claim Against the Trust Account. The Company acknowledges that Acquiror has established the Trust Account described in Acquiror’s final prospectus for its initial public offering, dated January 11, 2021, the Acquiror’s Governing Documents, and the Trust Agreement for the benefit of Acquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by January 14, 2023 or such later date as approved by the Acquiror Stockholders to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, and notwithstanding anything to the contrary in this Agreement, the Company (on behalf of itself, its Affiliates and its members) hereby irrevocably waives any past, present or future right, title, interest or claim (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and irrevocably waives any right to access, the Trust Account and the Trustee, or to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. For the avoidance of doubt, nothing in this Section 6.17 shall constitute a waiver by the Company (on behalf of itself, its Affiliates or its members) of any rights it may have against Acquiror or its Affiliates with respect to any assets or funds held outside the Trust Account. This Section 6.17 shall survive the termination of this Agreement for any reason.

Section 6.18 Section 16 of the Exchange Act. Prior to the Closing, the Acquiror Board or an appropriate committee thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC relating to Rule 16b-3 under the Exchange Act, such that the acquisition of Acquiror Common Stock pursuant to this Agreement by any officer or director of the Company who is expected to become a “covered person” of Acquiror for purposes of Section 16(b) of the Exchange Act (“Section 16(b)”) shall be exempt acquisitions for purposes of Section 16(b).

Section 6.19 Notification of Certain Matters. Each Party shall provide the other Parties with prompt written notice upon becoming aware of any event, fact or circumstance that would reasonably be expected to cause any of such Party’s conditions set forth in Article 7 not to be satisfied. No such notice shall constitute an acknowledgment or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. No notice pursuant to this Section 6.19 shall affect any representation or warranty in this Agreement of any Party or any condition to the obligations of any Party.

Section 6.20 Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article 8, Acquiror, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any demand (or threat thereof) or other Proceeding brought on behalf of an Acquiror Stockholder or Holder, respectively, whether or not before any Governmental Entity (including derivative claims), relating to this Agreement or the Transactions (collectively, “Transaction Litigation”) commenced or, to the knowledge of Acquiror or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of Acquiror, Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors, managers, employees, or stockholders or members (in their capacity as such) or (b) in the case of the Company, any Company Group Member, any of the Company Group’s controlled Affiliates or any of their respective officers, directors, managers, employees or members (in their capacity as such). Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation, and (iv) reasonably cooperate with

each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) any Company Group Member, any of the Company Group’s Affiliates or any of their respective officers, directors, managers or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors, managers or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Section 6.21 Holder Approval. Promptly following the SEC declaring the Registration Statement effective, the Company shall disseminate the Proxy Statement to its Holders. As promptly as reasonably practicable (and in any event within three (3) Business Days) following the time at which the Registration Statement is declared effective under the Securities Act (the “Holder Written Consent Deadline”), the Company shall obtain and deliver to Acquiror a true and correct copy of a written consent (in form and substance reasonably satisfactory to Acquiror) approving this Agreement, the Ancillary Documents to which the Company is or will be a party and the Transactions that is duly executed by the Holders that hold at least the requisite number of issued and outstanding Units required to approve and adopt such matters in accordance with the DLLCA and the Company’s Governing Documents (the “Holder Written Consent”). The board of managers of the Company shall recommend to the Holders the approval and adoption of this Agreement and the Transactions, and not change or rescind such recommendation.

ARTICLE 7

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

Section 7.1 Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:

(a) any waiting period (and extensions thereof) applicable to or in connection with the transactions contemplated hereby under the HSR Act shall have expired or been terminated;

(b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing or making illegal the consummation of the Transactions shall be in effect;

(d) the Holder Written Consent shall have been obtained;

(e) the Registration Statement shall have become effective in accordance with the Securities Act, no stop order shall have been issued by the SEC with respect to the Registration Statement and no Proceeding seeking such stop order shall have been threatened or initiated;

(f) Acquiror’s listing application with NYSE in connection with the Transactions shall have been approved, subject only to official notice of issuance, and, immediately following the Effective Time, Acquiror shall satisfy any applicable initial and continuing listing requirements of NYSE, and Acquiror shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Acquiror Common Stock shall have been approved for listing on NYSE; and

(g) after giving effect to the Transactions, Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.

Section 7.2 Other Conditions to the Obligations of the Acquiror Parties. The obligations of the Acquiror Parties to consummate, or cause to be consummated, the Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Acquiror (on behalf of itself and the other Acquiror Parties) of the following further conditions:

(a) (i) the Company Fundamental Representations (other than the representations and warranties set forth in Section 4.2(a) and Section 4.2(b)) shall be true and correct (without giving effect to any limitation as to “materiality,” “Company Impairment Effect” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 4.2(a) and Section 4.2(b) shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), and (iii) the representations and warranties of the Company set forth in Article 4 (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality,” “Company Impairment Effect” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect or Company Impairment Effect;

(b) the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Company under this Agreement at or prior to the Closing;

(c) since the date of this Agreement, no Company Impairment Effect shall have occurred and be continuing and no Company Material Adverse Effect shall have occurred;

(d) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to Acquiror the following documents:

(i) a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to Acquiror;

(ii) the Investor Rights Agreement duly executed by the Company IRA Holders;

(iii) certification (in such form as may be reasonably requested by Acquiror) conforming to the requirements of Treasury Regulations section 1.1445-11T(d)(2)(i);

(iv) certificates of good standing with respect to each Company Group Member issued by the applicable jurisdiction where such entities are formed or qualified to do business, each dated as of the most recent practicable date; and

(v) if the Closing has not occurred prior to February 14, 2022, a true and complete copy of the audited consolidated balance sheets of the Company Group as of December 31, 2021 and the related audited consolidated statements of operations and comprehensive loss, and stockholders’ equity (deficit) and cash flows of the Company Group for such year then ended.

Section 7.3 Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company of the following further conditions:

(a) (i) the Acquiror Fundamental Representations (other than the representations and warranties set forth in Section 5.5) shall be true and correct (without giving effect to any limitation as to “materiality,” “Acquiror Impairment Effect” or “Acquiror Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 5.5 shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date) and (iii) the representations and warranties of the Acquiror Parties (other than the Acquiror Fundamental Representations) contained in Article 5 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality,” “Acquiror Impairment Effect” or “Acquiror Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause an Acquiror Material Adverse Effect or Acquiror Impairment Effect;

(b) the Acquiror Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Acquiror Parties under this Agreement at or prior to the Closing;

(c) since the date of this Agreement, no Acquiror Impairment Effect shall have occurred and be continuing and no Acquiror Material Adverse Effect shall have occurred; and

(d) at or prior to the Closing, Acquiror shall have delivered, or caused to be delivered, the following documents to the Company:

(i) a certificate duly executed by an authorized officer of Acquiror, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a), Section 7.3(b), and Section 7.3(c) are satisfied, in a form and substance reasonably satisfactory to the Company;

(ii) the Investor Rights Agreement duly executed by Acquiror and the Acquiror IRA Stockholders; and

(iii) the Surviving Company A&R LLCA, duly executed by Acquiror.

Section 7.4 Frustration of Closing Conditions. The Company may not rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by the Company’s failure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3, or a material breach of this Agreement by the Company. None of the Acquiror Parties may rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by an Acquiror Party’s failure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3, or a material breach of this Agreement by an Acquiror Party.

ARTICLE 8

TERMINATION

Section 8.1 Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:

(a) by mutual written consent of Acquiror and the Company;

(b) by Acquiror, if any of the representations or warranties set forth in Article 4 shall not be true and correct or if the Company has failed to perform any covenant or agreement on the part of the Company set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.2(a) or Section 7.2(b) will not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to the Company by Acquiror, and (ii) the fifth (5th) Business Day prior to the Termination Date; provided, however, that none of the Acquiror Parties is then in breach of this Agreement so as to prevent the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) from being satisfied;

(c) by the Company, if any of the representations or warranties set forth in Article 5 shall not be true and correct or if any Acquiror Party has failed to perform any covenant or agreement on the part of such applicable Acquiror Party set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) will not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to Acquiror by the Company and (ii) the fifth (5th) Business Day prior to the Termination Date; provided, however, that the Company is not then in breach of this Agreement so as to prevent the condition to Closing set forth in Section 7.2(a) or Section 7.2(b) from being satisfied;

(d) by either Acquiror or the Company, if the Transactions shall not have been consummated on or prior to May 29, 2022 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to (i) Acquiror, if any Acquiror Party’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the Transactions on or before the Termination Date, (ii) the Company, if the Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the Transactions on or before the Termination Date and (iii) either Acquiror or the Company if any Proceeding for specific performance to compel the Closing is pending in a court specified in Section 9.16 as of the Termination Date; provided, further that if the failure to consummate the Transactions on or before the Termination Date is attributable to (A) the Parties negotiating a restructuring of the Transactions in accordance with Section 6.5(h), then the Termination Date shall automatically be extended by sixty (60) days, or (B) outstanding or unresolved comments received from the SEC with respect to the Registration Statement or the SEC requiring that Acquiror’s or the Company Group’s audited financial statements as of and for the year ended December 31, 2021 be included in the Registration Statement, then the Termination Date shall automatically be extended by ninety (90) days;

(e) by either Acquiror or the Company, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Transactions and such Order or other action shall have become final and nonappealable;

(f) by either Acquiror or the Company, if the Acquiror Stockholders Meeting has been held (including any adjournment or postponement thereof), has concluded, the Pre-Closing Acquiror Stockholders have duly voted and the Acquiror Stockholder Approval was not obtained; or

(g) by Acquiror, if the Company does not deliver, or cause to be delivered, to Acquiror the Holder Written Consent in accordance with Section 6.21 by the Holder Written Consent Deadline.

Section 8.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Representatives) with the exception of (a) Section 6.3, this Section 8.2, Article 9 and Article 1 (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with their respective terms. Notwithstanding the foregoing, the termination of this Agreement pursuant to Section 8.1 shall not affect any Liability on the part of any Party for the Willful Breach of this Agreement by, or any Fraud of, such Party (or in the case of Acquiror, Acquiror or Merger Sub).

ARTICLE 9

MISCELLANEOUS

Section 9.1 Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective Time, except (a) for those covenants and agreements that, by their terms, survive or contemplate performance after the Effective Time and (b) this Article 9 and any corresponding definitions set forth in Article 1.

Section 9.2 Entire Agreement; Assignment. This Agreement (together with the Ancillary Documents and the Confidentiality Agreement) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of Acquiror and the Company. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.2 shall be void.

Section 9.3 Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by Acquiror and the Company. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 9.3 shall be void, ab initio.

Section 9.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

(a)

If to any Acquiror Party, to:

Adit Edtech Acquisition Corp.

1345 Avenue of the Americas

33^rd Fl

New York, NY 10105

Attention:John D’Agostino

Telephone: [***]

E-mail: [***]

with a copy (which shall not constitute notice) to:

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

Attention: Jack S. Bodner

Michael J. Riella

Brian K. Rosenzweig

E-mail: jbodner@cov.com

mriella@cov.com

brosenzweig@cov.com

(b)

If to the Company, to:

Griid Holdco LLC

2577 Duck Creek Road

Cincinnati, OH 45212

Attention: James D. Kelly III

E-mail: [***]

with a copy (which shall not constitute notice) to:

Troutman Pepper Hamilton Sanders LLP

875 Third Avenue

New York, NY 10022

Attention: Patrick B. Costello

Steven Khadavi

Joseph Walsh

E-mail: patrick.costello@troutman.com

steven.khadavi@troutman.com

joseph.walsh@troutman.com

or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 9.5 Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the Transactions, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware.

Section 9.6 Fees and Expenses. Except as otherwise set forth in this Agreement and the Trust Agreement, including Section 5.6 hereof, all fees and expenses incurred in connection with this Agreement, the Ancillary Documents and the Transactions, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that, for the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, the Company shall pay, or cause to be paid, all Unpaid Company Expenses and Acquiror shall pay, or cause to be paid, all Unpaid Acquiror Expenses and (b) if the Closing occurs, then Acquiror shall pay, or cause to be paid, all Unpaid Company Expenses and all Unpaid Acquiror Expenses.

Section 9.7 Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement

are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and Annexes, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) references to “$” or “dollar” or “US$” shall be references to United States dollars; (f) the word “or” is disjunctive but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes or Schedules are to Articles, Sections, Annexes and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Acquiror, any documents or other materials posted to the “GRIID Data Room” electronic data room hosted by Dropbox as of 5:00 p.m., New York City time, at least two (2) Business Days prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time and all rules and regulations promulgated thereunder; and (m) all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); provided that this clause (m) shall not apply with respect to the Company Disclosure Schedules or the Acquiror Disclosure Schedules. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Section 9.8 Annexes and Schedules. All Annexes and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. The Schedules shall be arranged in sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement. Any item disclosed in the Company Disclosure Schedules or in the Acquiror Disclosure Schedules corresponding to any Section or subsection of Article 4 (in the case of the Company Disclosure Schedules) or Article 5 (in the case of the Acquiror Disclosure Schedules) shall be deemed to have been disclosed with respect to every other section and subsection of Article 4 (in the case of the Company Disclosure Schedules) or Article 5 (in the case of the Acquiror Disclosure Schedules), as applicable, where the relevance of such disclosure to such other Section or subsection is reasonably apparent on the face of the disclosure. The information and disclosures set forth in the Schedules that correspond to the section or subsections of Article 4 or 5 may not be limited to matters required to be disclosed in the Schedules, and any such additional information or disclosure is for informational purposes only and does not necessarily include other matters of a similar nature. The inclusion of any information in the Company Disclosure Schedules or the Acquiror Disclosure Schedules shall not be deemed to be an admission or acknowledgement, in and of itself, that such information has resulted in or would reasonably be expected to result in a Company Material Adverse Effect or an Acquiror Material Adverse Effect.

Section 9.9 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted assigns and, except as provided in Section 6.13 and Section 6.14, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 9.10 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement

is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the Transactions are consummated as originally contemplated to the greatest extent possible.

Section 9.11 Counterparts; Electronic Signatures. This Agreement and each Ancillary Document (including any of the closing deliverables contemplated hereby) may be executed manually or electronically in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Document (including any of the closing deliverables contemplated hereby) by facsimile, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any such Ancillary Document.

Section 9.12 Knowledge of Company; Knowledge of Acquiror. For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge following reasonable inquiry of the individuals set forth on Section 9.12 of the Company Disclosure Schedules. For all purposes of this Agreement, the phrase “to Acquiror’s knowledge” and “to the knowledge of Acquiror” and any derivations thereof shall mean as of the applicable date, the actual knowledge following reasonable inquiry of the individuals set forth on Section 9.12 of the Acquiror Disclosure Schedules. For the avoidance of doubt, none of the individuals set forth on Section 9.12 of the Company Disclosure Schedules or Section 9.12 of the Acquiror Disclosure Schedules shall have any personal Liability or obligations regarding such knowledge.

Section 9.13 No Recourse. This Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and none of the Representatives of Acquiror (including the Sponsor) or the Company (and including the Parties’ stockholders) shall have any Liability arising out of or relating to this Agreement or the Transactions, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein.

Section 9.14 Extension; Waiver. The Company may (a) extend the time for the performance of any of the obligations or other acts of the Acquiror Parties set forth herein, (b) waive any inaccuracies in the representations and warranties of the Acquiror Parties set forth herein or (c) waive compliance by the Acquiror Parties with any of the agreements or conditions set forth herein. Acquiror may (i) extend the time for the performance of any of the obligations or other acts of the Company set forth herein, (ii) waive any inaccuracies in the representations and warranties of the Company set forth herein or (iii) waive compliance by the Company with any of the agreements or conditions set forth herein. Any agreement on the part of any such Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Section 9.15 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH

PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.15.

Section 9.16 Submission to Jurisdiction. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware), for the purposes of any Proceeding (a) arising under this Agreement or under any Ancillary Document or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the Transactions, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding (i) arising under this Agreement or under any Ancillary Document or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the Transactions, (A) any claim that it is not personally subject to the jurisdiction of the courts as described in this Section 9.16 for any reason, (B) that it or its property is exempt or immune from the jurisdiction of any such court or from any Proceeding commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 9.4 shall be effective service of process for any such Proceeding.

Section 9.17 Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Transactions) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

* * * * *

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.


ADIT EDTECH ACQUISITION CORP.

By:		/s/ David Shrier
Name: David Shrier
Title: Chief Executive Officer

ADEX MERGER SUB, LLC

By:		/s/ David Shrier
Name: David Shrier
Title: Chief Executive Officer

GRIID HOLDCO LLC

By:		/s/ James D. Kelly III
Name: James D. Kelly III
Title: Chief Executive Officer and President

[Signature Page to Agreement and Plan of Merger]

Annex A

VOTING AGREEMENT

This Voting Agreement (this “Agreement”), dated as of November 29, 2021, is among Adit EdTech Acquisition Corp., a Delaware corporation (“Parent”), and each of the undersigned holders (together with each such holder who executes a signature page to this Agreement after the date hereof, the “Holders”) of limited liability company units of Griid Holdco LLC, a Delaware limited liability company (the “Company”). Each of Parent and each Holder may hereinafter be referred to as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Parent, ADEX Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and the Company have entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as the surviving company (the “Merger”), all upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, each Holder beneficially owns (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and has sole voting power with respect to the number and type of limited liability company units in the Company (“Company Units”) Units indicated opposite such Holder’s name on Schedule 1 attached hereto (or, in the case of any Holder who executes a signature page to this Agreement after the date hereof, attached to such Holder’s signature page) (as used herein, the term “Units” means all the Company Units held by the Holders);

WHEREAS, this Agreement is a material inducement to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement and the Ancillary Documents and consummate the transactions contemplated thereby, including the Merger; and

WHEREAS, all capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Parent and the Holders agree as follows:

Section 1. Agreement to Vote Units.

(a) Each Holder agrees that, unless the Expiration Date (as defined herein) has occurred, it shall validly execute and deliver to the Company, on (or effective as of) the second (2nd) Business Day following the date that the Proxy Statement is disseminated to the Company’s members (following the date that the Registration Statement becomes effective), a written consent approving the Merger Agreement, the Merger, and any other matters necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement in respect of such Holder’s Company Units. In addition, unless the Expiration Date has occurred, each Holder irrevocably and unconditionally agrees that at any meeting of the holders of Company Units, or any adjournment or postponement thereof, or in connection with any written consent of the holders of Company Units, with respect to the Merger Agreement or any of the transactions contemplated thereby, including the Merger, such Holder shall:

(i) appear at any such meeting or otherwise cause its Company Units to be counted as present thereat for purposes of calculating a quorum; and

(ii) vote (or cause to be voted) (i) in favor of adoption and approval of the Merger Agreement, the Merger, and any other matters necessary for consummation of the Merger and the other transactions

contemplated by the Merger Agreement, and (ii) against any proposal that conflicts or materially impedes or interferes therewith or would materially adversely affect or materially delay the consummation of the transactions contemplated by the Merger Agreement.

(b) Without limiting any other rights or remedies of Parent, each Holder hereby irrevocably appoints Parent or any individual designated by Parent as such Holder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of such Holder, up to the Expiration Date, to attend on behalf of such Holder any meeting of the Company’s members with respect to the matters described in Section 1(a)(ii), to include the Company Units held by such Holder in any computation for purposes of establishing a quorum at any such meeting of the Company’s members, to vote (or cause to be voted) such Company Units or consent (or withhold consent) with respect to any of the matters described in Section 1(a)(ii) in connection with any meeting of the Company’s members or any action by written consent by the Company’s members, in each case, only in the event and to the extent that the Holder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to this Section 1(b) on any matter except those provided in Section 1(a), and each Holder may vote its, his or her Company Units on all other matters, subject to the other applicable covenants, agreements and obligations set forth in this Agreement.

(c) The proxy granted by each Holder pursuant to Section 1(b) (i) will be automatically revoked upon the Expiration Date, (ii) is coupled with an interest sufficient in law to support, subject to clause (i), an irrevocable proxy and is granted in consideration for Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby, and (iii) is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by such Holder and shall revoke any and all prior proxies granted by such Holder with respect to the Company Units held by such Holder. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters in Section 1(a)(ii) shall control in the event of any conflict between such vote or consent by such proxyholder and a vote or consent by each Holder (or any other Person with the power to vote the Company Units held by such Holder) with respect to the matters in Section 1(a)(ii).

(d) Prior to the Expiration Date, no Holder shall enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with clauses (i) and (ii) of this Section 1. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Section 2. Agreement to Retain Units. Each Holder agrees that, prior to the Expiration Date, he, she or it shall only sell, assign, transfer or otherwise dispose of any Units (collectively, a “Transfer”) (a) in compliance with all applicable federal and state securities Laws, (b) in compliance with the Governing Documents of the Company, (c) in compliance with the Merger Agreement and (d) to the extent that, prior to such Transfer, each transferee signs a counterpart to this Agreement pursuant to which such transferee agrees to be bound by the terms of this Agreement and to be a “Holder” hereunder; provided that, any subsequent transfer of the Units by any such transferee shall also be made pursuant to, and in accordance with, all of the provisions of this Section 2 to the same extent as if each such transferee were a Holder. Each Holder shall not, directly or indirectly,

(a) pledge, encumber or create a Lien on any Units or enter into any contract, option, commitment or other arrangement or understanding with respect to the foregoing;

(b) grant any proxies or powers of attorney or enter into a voting agreement or other arrangement with respect to any of such Holder’s Units;

(c) enter into, or deposit any of such Holder’s Units into, a voting trust or take any other action which would, or would reasonably be expected to, result in a diminution of the voting power represented by any of such Holder’s Units; or

(d) commit or agree to take any of the foregoing actions.

As used in this Agreement, the term “Expiration Date” shall mean the earliest to occur of (i) the Effective Time, (ii) such date and time as the Merger Agreement shall be terminated pursuant to Article 8 thereof and (iii) mutual written agreement of the Parties to terminate this Agreement; provided, however, that the provisions of Section 4 (Remedies), Section 6 (Fees and Expenses), Section 7 (Trust Account Waiver), Section 12 (Entire Agreement), Section 18 (Miscellaneous) and Section 19 (Parties Advised by Counsel) of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Section 3. Representations and Warranties of Holders. Each Holder hereby represents and warrants to Parent as follows:

(a) such Holder has the full power and authority to execute and deliver this Agreement and to perform such Holder’s obligations hereunder;

(b) this Agreement has been duly executed and delivered by such Holder and, assuming due authorization, execution and delivered by the other Parties, constitutes a valid, legal and binding agreement with respect to such Holder, enforceable against such Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity;

(c) such Holder beneficially owns the number of Units indicated opposite such Holder’s name on Schedule 1 hereto, free and clear of any Liens (other than Liens created by this Agreement, applicable securities laws, the Company’s Certificate of Formation and the Company’s Second Amended and Restated Operating Agreement, and has sole, and otherwise unrestricted, voting and investment power with respect to such Units; none of the Units are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Units; and no Person has any right to acquire from such Holder any of the Units indicated opposite such Holder’s name on Schedule 1 hereto;

(d) such Holder agrees to promptly notify Parent in writing of any changes or updates to Schedule 1 hereto as it relates to such Holder after the date hereof and prior to the Expiration Date;

(e) such Holder understands that, at the Effective Time, each outstanding Unit shall be converted into the right to receive the Merger Consideration as set forth in the Merger Agreement;

(f) the execution and delivery of this Agreement by such Holder, the consummation by such Holder of the transactions contemplated hereunder and the performance by such Holder of his, her or its obligations hereunder do not and will not conflict with, or result in any material violation or material breach of, or material default (with or without notice or lapse of time or both) under, any Contract or any judgment to which such Holder is a party or by which such Holder is bound, or any Law to which such Holder is subject or, in the event that such Holder is a corporation, company, partnership, limited liability company, joint venture, association, trust, business trust or other entity, any Governing Document of such Holder;

(g) the execution and delivery of this Agreement by such Holder, the consummation by such Holder of the transactions contemplated hereunder and the performance by such Holder of his, her or its obligations hereunder do not and will not require any consent, approval, qualification, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity by such Holder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, qualifications, orders or authorizations or registrations, declarations or filings, would not prevent or impair in any material respect the performance by such Holder of his, her or its obligations under this Agreement; and

(h) no investment banker, broker, finder, consultant or intermediary or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission based upon arrangements made by or on behalf of such Holder (solely in its capacity as a Holder) in connection with its entering into this Agreement.

Section 4. Remedies. Notwithstanding anything to the contrary set forth in the Merger Agreement, the Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any Party does not perform its obligations under this Agreement in accordance with the specific terms hereof or otherwise breaches any provision of this Agreement. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that any other Parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 5. No Waivers. No waiver of any breach of this Agreement extended by Parent to a Holder shall be construed as a waiver of any rights or remedies of Parent with respect to any other Holder or with respect to any subsequent breach of such Holder or any other such Holder. No waiver of any provisions hereof by either Party shall be deemed a waiver of any other provisions hereof by any such Party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such Party.

Section 6. Fees and Expenses. Except as otherwise provided herein or in the Merger Agreement, all fees and expenses incurred in connection with or related to this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby will be paid by the party incurring such fees or expenses, whether or not such transactions are consummated.

Section 7. Trust Account Waiver. Each Holder acknowledges that Parent has established the Trust Account described in Parent’s final prospectus for its initial public offering, dated January 11, 2021, Parent’s Governing Documents, and the Trust Agreement for the benefit of Parent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. Each Holder further acknowledges that, if the Transactions, or, in the event of a termination of the Merger Agreement, another Business Combination, are not consummated by January 14, 2023 or such later date as approved by Parent’s Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, and notwithstanding anything to the contrary in this Agreement, the Holder (on behalf of itself, its Affiliates and, as applicable, its heirs, successors, administrators, members, officers and directors, and all other who may claim through such Holder) hereby irrevocably waives any past, present or future right, title, interest or claim (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and irrevocably waives any right to access, the Trust Account and the Trustee, or to collect from the Trust Account any monies that may be owed to them by Parent or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. For the avoidance of doubt, nothing in this Section 7 shall constitute a waiver by Holder of any rights it may have against Parent or its Affiliates with respect to any assets or funds held outside the Trust Account.

Section 8. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

(a) if to Parent:

Adit EdTech Acquisition Corp.

1345 Avenue of the Americas

33rd Floor

New York, NY 10105

Attention: John D’Agostino

Telephone: [***]

E-mail: [***]

with copies (which shall not constitute notice) to:

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10010

Attention: Jack S. Bodner

Michael J. Riella

Brian K. Rosenzweig

E-mail: jbodner@cov.com

mriella@cov.com

brosenzweig@cov.com

(b) if to a Holder, to the address, facsimile number or email address set forth under such Holder’s signature on the signature page hereto.

Section 9. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the Parties without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by, the Parties and their respective successors and assigns.

Section 10. Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. Except as otherwise specifically set forth in this Agreement, any amendment, supplement or modification of or to any provision of this Agreement and any waiver of any provision of this Agreement shall be effective (a) only if it is made or given in writing and signed by Parent and all of the Holders or, in the case of a waiver, by Parent and (b) only in the specific instance and for the specific purpose for which made or given. Notwithstanding anything to the contrary contained herein, any holder of Units may become party to this Agreement by executing and delivering a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holder hereunder. In such event, each such person shall thereafter shall be deemed a Holder for all purposes under this Agreement.

Section 11. Termination. This Agreement shall automatically terminate on the Expiration Date. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement; provided, however, that the provisions of Section 4 (Remedies), Section 6 (Fees and Expenses), Section 7 (Trust Account Waiver), Section 9 (Assignment), Section 10 (Amendment), this Section 11 (Termination), Section 12 (Entire Agreement), Section 15 (Further Assurances), Section 18 (Miscellaneous) and Section 19 (Parties Advised by Counsel) of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Section 12. Entire Agreement. This Agreement, Schedule 1 hereto and the Merger Agreement contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof and supersede all prior discussions, negotiations, commitments, agreements and understandings, both written and oral, relating to such subject matter.

Section 13. No Third-Party Beneficiaries. Except as otherwise provided in this Agreement, this Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the Parties and such successors and assigns, any legal or equitable rights hereunder.

Section 14. Capacity as a Holder. Notwithstanding anything herein to the contrary, the Holder signs this Agreement solely in the Holder’s capacity as a holder of Company Units, and not in any other capacity and this Agreement shall not limit or otherwise affect the actions of any affiliate, employee, or designee of the Holder or any of its affiliates in his or her capacity, if applicable, as an officer or manager of the Company or any other Person.

Section 15. Further Assurances. From time to time and without additional consideration, each Holder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Parent may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

Section 16. Disclosure. The Holder hereby authorizes Parent and the Company to publish and disclose in any announcement or disclosure required by the SEC the Holder’s identity and ownership of the Units and the nature of the Holder’s obligations under this Agreement.

Section 17. Certain Events. Each Holder agrees (severally with respect to itself and not jointly) that this Agreement and the obligations hereunder will attach to such Holder’s Units and will be binding upon any Person to which legal or beneficial ownership of such Holder’s Units passes, whether by operation of law or otherwise, including such Holder’s heirs, guardians, administrators or successors.

Section 18. Miscellaneous. The provisions of Section 9.5 (Governing Law), Section 9.7 (Construction; Interpretation), Section 9.10 (Severability), Section 9.11 (Counterparts; Electronic Signatures), Section 9.15 (Waiver of Jury Trial) and Section 9.16 (Submission to Jurisdiction) of the Merger Agreement shall apply to this Agreement mutatis mutandis as if set forth herein.

Section 19. Parties Advised by Counsel. This Agreement has been negotiated between unrelated parties who are sophisticated and knowledgeable in the matters contained in this Agreement and who have acted in their own self interest. In addition, each Party has had the opportunity to seek advice of legal counsel. This Agreement will not be interpreted or construed against any Party because that Party or any attorney or representative for that Party drafted or participated in the drafting of this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.


ADIT EDTECH ACQUISITION CORP.

By:		/s/ David Shrier
		Name: David Shrier
		Title: Chief Executive Officer

[SIGNATURE PAGE TO VOTING AGREEMENT]


HOLDER

GRIID HOLDINGS LLC

By:		/s/ Authorized Signatory
		Authorized Signatory

Address for Notice:

[***]

Email for Notice:

[***]

[SIGNATURE PAGE TO VOTING AGREEMENT]

SCHEDULE 1

Holder

Number of
Units Held

Type

Address

Griid Holdings LLC

8,000,000

Class B

[***]

[SCHEDULE 1 TO VOTING AGREEMENT]

Annex B

FORM OF INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 202 , by and among Griid Infrastructure Inc. (f/k/a Adit EdTech Acquisition Corp.), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuant to Section 6.2, an “Investor” and collectively, the “Investors”).

WHEREAS, the Company, ADEX Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Griid Holdco LLC, a Delaware limited liability company (“Griid”) have entered into that certain Agreement and Plan of Merger, dated as of November 29, 2021 (as amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub merged with and into Griid, with Griid being the surviving company (the “Merger”) on the terms and subject to the conditions set forth therein (together with the other transactions contemplated by the Merger Agreement, the “Transactions”);

WHEREAS, the Company, Adit EdTech Sponsor, LLC, a Delaware limited liability company (“Sponsor”) and Jacob Cohen, Sharmila Kassam, Sheldon H. Levy, Vuk Jeremic, Eva Kaili, and William Bennett (such individuals, collectively, the “ADEX Holders”) are parties to that certain Registration Rights Agreement, dated January 11, 2021 (the “Prior ADEX Agreement”);

WHEREAS, the Sponsor and the ADEX Holders currently hold, in the aggregate, 6,900,000 shares (the “Founder Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”);

WHEREAS, on January 11, 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor purchased warrants to purchase up to 7,270,000 shares of Common Stock, at an initial exercise price of $11.50 per share, in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, all of which are currently outstanding and held by the Sponsor (the “Private Placement Warrants”);

WHEREAS, the Prior ADEX Agreement provided for, among other things, certain registration rights with respect to the Founder Shares, the Private Placement Warrants and warrants to purchase shares of Common Stock, which may be issued upon conversion of working capital loans made to the Company (the “Working Capital Warrants”);

WHEREAS, certain investors in Griid (“Griid Investors”) held, immediately prior to the Effective Time under (and as defined in) the Merger Agreement (a) units of the Company designated as Class A Units under the Griid LLC Agreement (as defined below) (“Griid Class A Units”); (b) units of the Company designated as Class B Units under the Griid LLC Agreement (“Griid Class B Units”); and (c) units of the Company designated as Class C Units under the Griid LLC Agreement (“Griid Class C Units” and together with Griid Class A Units and Griid Class B Units, the “Griid Units”);

WHEREAS, at the Effective Time, the Griid Units were exchanged for shares of Common Stock pursuant to the Merger Agreement; and

WHEREAS, the Company, the Sponsor and the ADEX Holders desire to terminate the Prior ADEX Agreement pursuant to Section 6.7 thereof to provide for the terms and conditions included herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Addendum Agreement” is defined in Section 6.2.

“Agreement” is defined in the preamble to this Agreement.

“ADEX Holders” is defined in the recitals to this Agreement.

“ADEX Investors” shall mean the investors listed under such caption on Schedule I hereto.

“Block Trade” means any non-marketed underwritten offering taking the form of a block trade to financial institutions, QIBs or Institutional Accredited Investors, bought deals, over-night deals or similar transactions that do not include “road show” presentations to potential investors requiring marketing effort from management over multiple days.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

“Common Stock” is defined in the recitals to this Agreement.

“Closing Date” is the date of the closing of the Merger.

“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“Company” is defined in the preamble to this Agreement.

“Effectiveness Period” is defined in Section 3.1.2.

“Exchange Act” means the Securities Exchange Act of 1934.

“Form 10 Disclosure Filing Date” means the date on which the Company shall file with the Commission a Current Report on Form 8-K that includes current “Form 10 information” (within the meaning of Rule 144) reflecting the Company’s status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144.

“Form S-1” means a Registration Statement on Form S-1.

“Form S-3” means a Registration Statement on Form S-3 or any similar short-form registration that may be available at such time.

“Founder Shares” is defined in the recitals to this Agreement.

“Griid Class A Units” is defined in the recitals to this Agreement.

“Griid Class B Units” is defined in the recitals to this Agreement.

“Griid Class C Units” is defined in the recitals to this Agreement.

“Griid Investors” is defined in the recitals to this Agreement.

“Griid LLC Agreement” means the Limited Liability Company Agreement of Griid, dated as of November 23, 2021, by and among Griid and the Holders party thereto, as amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof.

“Griid Units” is defined in the recitals to this Agreement.

“Holders” means all Persons who hold one or more Griid Units prior to the Closing Date.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Institutional Accredited Investor” means an institutional “accredited” investor as defined in Rule 501(a) of Regulation D under the Securities Act.

“Investor” is defined in the preamble to this Agreement.

“Investor Indemnified Party” is defined in Section 4.1.

“Merger” is defined in the recitals to this Agreement.

“Merger Agreement” is defined in the recitals to this Agreement.

“New Registration Statement” is defined in Section 2.1.4.

“Notices” is defined in Section 6.3.

“Permitted Transferee” means (i) the members of an Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings); (ii) any trust or family limited liability company or partnership for the direct or indirect benefit of an Investor or the immediate family of an Investor; (iii) if an Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (iv) any officer, director, general partner, limited partner, shareholder, member, or owner of similar equity interests in an Investor; or (v) any affiliate of an Investor.

“Prior ADEX Agreement” is defined in the preamble to this Agreement.

“Private Placement Warrants” is defined in the recitals to this Agreement.

“QIB” means “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

“Registration” means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means (i) all shares of Common Stock held by the Investors as of the date of this Agreement, (ii) the Private Placement Warrants (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (iii) the Working Capital Warrants, if any (and any shares of Common Stock issued or issuable upon the exercise of any such Working Capital Warrants) and (iv) all shares of Common Stock issued to any Investor with respect to the securities referenced in clauses (i), (ii) and (iii) by way of any share split, share dividend or other distribution, recapitalization, share exchange, share re-designation, share reconstruction, amalgamation, contractual control arrangement or similar event. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities shall have become eligible for resale pursuant to Rule 144 without regard to volume, manner of sale or information requirements thereunder.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Resale Shelf Registration Statement” is defined in Section 2.1.1.

“Rule 415 Notice” is defined in Section 2.14.

“SEC Guidance” is defined in Section 2.1.4.

“Securities Act” means the Securities Act of 1933.

“Transactions” is defined in the recitals to this Agreement.

“Working Capital Warrants” is defined in the recitals to this Agreement.

2. REGISTRATION RIGHTS.

2.1 Resale Shelf Registration Rights.

2.1.1 Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.4, the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and in no event later than ninety (90) days after the Resale Shelf Registration Statement is filed with the Commission, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that the Company files a Form S-1 pursuant to this Section 2.1, the Company shall use its commercially reasonable efforts to File a Form S-3 with the purpose of replacing the Form S-1 promptly after the Company is eligible to

use Form S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, the Investors. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 2.1.1 shall include a “plan of distribution” approved by Griid Investors holding a majority of the shares held by the Griid Investors.

2.1.2 Notification and Distribution of Materials. The Company shall promptly notify the Investors in writing of the effectiveness of the Resale Shelf Registration Statement and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Investors may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

2.1.3 Amendments and Supplements. Subject to the provisions of Section 2.1.1 above, the Company shall promptly prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period.

2.1.4 Reduction of Shelf Offering. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company (the “Rule 415 Notice”) that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file an amendment or amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1, Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly available written or oral guidance, comments, requirements or requests of the Commission staff, including, without limitation, Compliance and Disclosure Interpretation 612.09 (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis, subject to a determination by the Commission that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1, Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

No Investor shall be named as an “underwriter” in any Registration Statement filed pursuant to this Section 2 without the Investor’s prior written consent; provided that if the Commission requests that an Investor be identified as a statutory underwriter in the Registration Statement, then such Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register such Investor’s

Registrable Securities shall be deemed satisfied or (ii) be included as such in the Registration Statement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors prior to its filing with, or other submission to, the Commission.

2.1.5 Notice of Certain Events. The Company shall promptly notify the Investors in writing of any request by the Commission for any amendment or supplement to, or additional information in connection with, the Resale Shelf Registration Statement required to be prepared and filed hereunder (or prospectus relating thereto). The Company shall promptly notify each Investor in writing of the filing of the Resale Shelf Registration Statement or any prospectus, amendment or supplement related thereto or any post-effective amendment to the Resale Shelf Registration Statement and the effectiveness of any post-effective amendment.

2.1.6 Block Trade. If the Company shall receive a request from the holders of Registrable Securities with an estimated market value of at least $10,000,000 that the Company effect the sale of all or any portion of the Registrable Securities in a Block Trade, then the Company shall, as expeditiously as possible, initiate the offering in such Block Trade of the Registrable Securities for which such requesting holder has requested such offering under Section 2.1.6.

3. REGISTRATION PROCEDURES.

3.1 Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as reasonably possible, and in connection with any such request:

3.1.1 Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies (which may be via e-mail) of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case, including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders.

3.1.2 Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until the date on which no Registrable Securities remain outstanding (the “Effectiveness Period”).

3.1.3 Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) Business Days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such

Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon.

3.1.4 Securities Laws Compliance. The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.5 Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering, the preparation of a comfort letter, if applicable, and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.6 Transfer Agent. The Company shall provide and maintain a transfer agent and registrar for the Registrable Securities.

3.1.7 Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.8 Listing. The Company shall use its commercially reasonable efforts to cause all Registrable Securities included in any Registration Statement to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated.

3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.3(iv), or, upon any suspension by the Company, pursuant to a good faith reasonable determination of the board of directors of the Company that (i) the offer or sale of Registrable Securities would require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company and its subsidiaries or (ii) the disposition of the Registrable Securities would otherwise be reasonably likely to be detrimental to the Company and its subsidiaries, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.3(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company or destroy all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. The foregoing right to delay or suspend may be exercised by the Company only twice for no longer than sixty (60) days each and for no longer than ninety (90) days in total in any consecutive 12-month period.

3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with the Resale Shelf Registration Statement pursuant to Section 2.1, any Block Trade pursuant to Section 2.1.6 (other than expenses set forth below in clause (ix) of this Section 3.3), and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company; (viii) the fees and expenses of any special experts retained by the Company in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration not to exceed $35,000. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders, but the Company shall pay any underwriting discounts or selling commissions attributable to the securities it sells for its own account.

3.4 Information. The holders of Registrable Securities shall promptly provide such information as may reasonably be requested by the Company in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act and in connection with the Company’s obligation to comply with Federal and applicable state securities laws.

3.5 Other Obligations.

3.5.1 At any time and from time to time after the expiration of any lock-up to which such shares are subject, if any, in connection with a sale or transfer of Registrable Securities exempt from registration under the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within any prospectus and pursuant to the Registration Statement of which such prospectus forms a part, the Company shall, subject to the receipt of customary documentation required from the applicable holders in connection therewith, (i) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (ii) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i). In addition, the Company shall cooperate reasonably with, and take such customary actions as may reasonably be requested by such holders in connection with the aforementioned sales or transfers.

3.5.2 The stock certificates evidencing the Registrable Securities (and/or book entries representing the Registrable Securities) held by each Investor shall not contain or be subject to any legend restricting the transfer thereof (and the Registrable Securities shall not be subject to any stop transfer or similar instructions or notations): (A) while a Registration Statement covering the sale or resale of such securities is effective under the Securities Act, or (B) if such Investor provides customary paperwork to the effect that it has sold such shares pursuant to Rule 144, or (C) if such Registrable Securities are eligible for sale under Rule 144(b)(1) as set forth in customary non-affiliate paperwork provided by such Investor, or (D) if at any time on or after the date that is one year after the Form 10 Disclosure Filing Date such Investor certifies that it is not an affiliate of the Company and that such Investor’s holding period for purposes of Rule 144 in respect of such Registrable Securities is at least six (6) months, or (E) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by nationally recognized counsel to the Investor (collectively, the “Unrestricted Conditions”). The Company agrees that following the date that the Resale Registration Statement has been declared effective by the Commission (the “Registration Date”) or

at such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required it will, no later than two (2) Business Days following the delivery by an Investor to the Company or its transfer agent of a certificate representing any Registrable Securities, issued with a restrictive legend, (or, in the case of Registrable Securities represented by book entries, delivery by an Investor to the Company or its transfer agent of a legend removal request) deliver or cause to be delivered to such Investor a certificate or, at the request of such Investor, deliver or cause to be delivered such Registrable Securities to such Investor by crediting the account of such Investor’s prime broker with DTC through its Deposit/Withdrawal at Custodian (DWAC) system, in each case, free from all restrictive and other legends and stop transfer or similar instructions or notations. If any of the Unrestricted Conditions is met at the time of issuance of any Registrable Securities (e.g., upon exercise of warrants), then such securities shall be issued free of all legends. Each Investor shall have the right to pursue any remedies available to it hereunder, or otherwise at law or in equity, including a decree of specific performance and/or injunctive relief, with respect to the Company’s failure to timely deliver shares of Common Stock without legend as required pursuant to the terms hereof.

3.5.3 As long as Registrable Securities remain outstanding the Company shall (a) cause the Common Stock to be eligible for clearing through DTC, through its DWAC system; (b) be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock; (c) ensure that the transfer agent for the Common Stock is a participant in, and that the Common Stock is eligible for transfer pursuant to, DTC’s Fast Automated Securities Transfer Program (or successor thereto); and (d) use its reasonable best efforts to cause the Common Stock not to at any time be subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services, including the clearing of shares of Common Stock through DTC, and, in the event the Common Stock becomes subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services, use its reasonable best efforts to cause any such “chill,” “freeze” or similar restriction to be removed at the earliest possible time.

4. INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein or to the extent relates to any selling holder’s or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus.

4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any

Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers, and each other selling holder and each other person, if any, who controls another selling holder within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made expressly in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, or to the extent it relates to any selling holder’s or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Sections 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel, which counsel is reasonably acceptable to the Indemnifying Party) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution.

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion

as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 4.4.1.

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5. UNDERWRITING AND DISTRIBUTION.

5.1 Rule 144. The Company covenants that it shall timely file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the scope of the safe harbor provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

6. MISCELLANEOUS.

6.1 Other Registration Rights and Arrangements. The Company represents and warrants that no person, other than (a) a holder of the Registrable Securities and holders of the Company’s warrants to purchase shares of Common Stock, at an initial exercise price of $11.50 per share, issued in the Company’s initial public offering, and (b) the lenders from time to time under that certain Third Amended and Restated Credit Agreement, dated as of November 19, 2021, by and among Griid Infrastructure LLC, Griid Holdings LLC, the lenders from time to time a party thereto, and Blockchain Access UK Limited, has any right to require the Company to register any of the Company’s capital stock for sale or to include the Company’s capital stock in any registration filed by the Company for the sale of capital stock for its own account or for the account of any other person. The parties hereby terminate the Prior ADEX Agreement, which shall be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement and in the event of any conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

6.2 Assignment; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holder to a Permitted Transferee. This Agreement and the provisions hereof

shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to the Company no later than thirty (30) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreement.

6.3 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects an Investor, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from other Investors (in such capacity) shall require the consent of such Investor so affected. No course of dealing between any Investor or the Company and any other party hereto or any failure or delay on the part of an Investor or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Investor or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

6.4 Term. This Agreement shall terminate upon the date as of which there shall be no Registrable Securities outstanding; provided, however, that such termination as to an Investor shall not apply to the following provisions until such Investor no longer holds any Registrable Securities: Sections 3.1.3, 3.1.4, 3.1.6, 3.1.7, 3.1.8, 3.2, 3.3, 3.4, 3.5, 4, 5, 6.3 and 6.5.

6.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by facsimile (having obtained electronic delivery confirmation thereof), e-mail (having obtained electronic delivery confirmation thereof), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other parties hereto as follows:

If to the Company, to:

Attention: [●]

Facsimile: [●]

E-mail: [●]

with a copy (which shall not constitute notice) to:

Troutman Pepper Hamilton Sanders LLP

875 Third Avenue

New York, NY 10022

Attention:

Patrick B. Costello

Steven Khadavi

Joseph Walsh

E-mail:

patrick.costello@troutman.com

steven.khadavi@troutman.com

joseph.walsh@troutman.com;

If to an Investor, to:

the address set forth under such Investor’s signature to this Agreement or to such Investor’s address as found in the Company’s books and records or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

6.6 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.7 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

6.8 Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the Transactions, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware.

6.9 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, including, without limitation the Prior Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


GRIID INFRASTRUCTURE INC.



By:
		Name:
		Title:

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

INVESTORS:

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

EXHIBIT A

Addendum Agreement

This Addendum Agreement (“Addendum Agreement”) is executed on , 20 , by the undersigned (the “New Holder”) pursuant to the terms of that certain Investor Rights Agreement dated as of [●], 2021 (the “Agreement”), by and among the Company and the Investors identified therein, as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows:

1. Acknowledgment. New Holder acknowledges that New Holder is acquiring certain shares of common stock of the Company (the “Common Stock”) as a transferee of such shares of Common Stock from a party in such party’s capacity as a holder of Registrable Securities under the Agreement, and after such transfer, New Holder shall be considered an “Investor” and a holder of Registrable Securities for all purposes under the Agreement.

2. Agreement. New Holder hereby (a) agrees that the shares of Common Stock shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if the New Holder were originally a party thereto.

3. Notice. Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s signature below.


NEW HOLDER:						ACCEPTED AND AGREED:

Print Name:						GRIID INFRASTRUCTURE INC.

By:						By:

SCHEDULE I

ADEX Investors

[●]

Griid Investors

[●]

Annex C

CERTIFICATE OF MERGER

ADEX MERGER SUB, LLC,

WITH AND INTO

GRIID HOLDCO LLC

[ ]

Pursuant to the provisions of Section 18-209 of the Limited Liability Company Act of the State of Delaware (the “DLLCA”), Griid Holdco LLC, a Delaware limited liability company (the “Company”), hereby certifies the following information relating to the merger (the “Merger”) of ADEX Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), with and into the Company, with the Company as the surviving entity of the Merger:

FIRST: The names and states of formation of the constituent limited liability companies to the Merger (the “Constituent Entities”) are as follows:


Name		State of Formation
Griid Holdco LLC		Delaware
ADEX Merger Sub, LLC		Delaware

SECOND: The Agreement and Plan of Merger (the “Agreement”), dated as of November 29, 2021, by and among Adit EdTech Acquisition Corp., Merger Sub and the Company has been approved, adopted, executed and acknowledged by each of the Constituent Entities pursuant to, and in accordance with, Section 18-209 of the DLLCA.

THIRD: The name of the surviving entity, upon the effectiveness of the Merger, shall be “Griid Holdco LLC.”

FOURTH: At the effective time of the Merger, the certificate of formation of the Company, as in effect prior to the filing of this Certificate of Merger, shall be the certificate of formation of the surviving company until thereafter amended as provided therein and under the DLLCA. At the effective time of the Merger, the limited liability company agreement of the Company shall be amended and restated in its entirety so as to contain the provisions, and only the provisions, contained in Annex A attached hereto, and, as so amended and restated, shall be the limited liability company agreement of the Company until thereafter amended as provided therein and under the DLLCA.

FIFTH: This Certificate of Merger and the Merger shall become effective immediately upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 18-209(d) of the DGCL.

SIXTH: A copy of the executed Agreement is on file at the principal place of business of the surviving company. The address of the principal place of business of the surviving company is 2577 Duck Creek Road, Cincinnati, OH 45212.

SEVENTH: A copy of the Agreement will be furnished by the surviving company on request, without cost, to any member of either of the Constituent Entities.

C-1

[THE REMAINDER OF THIS PAGE IS BLANK INTENTIONALLY]

C-2

IN WITNESS WHEREOF, said surviving company has caused this certificate to be signed by an authorized officer on the date first written above.


GRIID HOLDCO LLC

By:
		Name:
		Title:

[Signature Page to the Certificate of Merger]

C-3

ANNEX A

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

GRIID HOLDCO LLC

Annex D

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

GRIID HOLDCO LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) of GRIID HOLDCO LLC, a Delaware limited liability company (the “Company”), is made and entered into as of , 2022 (the “Effective Date”), by and between the Company and Griid Infrastructure Inc., a Delaware corporation (the “Member”), as the sole member of the Company.

BACKGROUND

WHEREAS, the Company was formed as a limited liability company pursuant to and in accordance with the Delaware Act, pursuant to the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on November 22, 2021 (the “Certificate”);

WHEREAS, on November 23, 2021, pursuant to a certain contribution agreement dated as of the same date, (i) the members of Griid Infrastructure LLC, a Delaware limited liability company (“OpCo”), contributed all of their membership interests in OpCo to the Company in exchange for equivalent Membership Interests in the Company and (ii) the Company became the sole member of OpCo (the “Restructuring”);

WHEREAS, upon the completion of the Restructuring, the Company and its members entered into that certain Limited Liability Company Agreement of the Company dated as of November 23, 2021 (the “Original Agreement”);

WHEREAS, in accordance with that certain Agreement and Plan of Merger, dated as of November 29, 2021, by and among Adit EdTech Acquisition Corp. (n/k/a Griid Infrastructure Inc.), ADEX Merger Sub, LLC (the “Merger Sub”) and the Company, Merger Sub has merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the Member; and

WHEREAS, the Company and the Member desire to amend and restate the Original Agreement in its entirety as set forth herein for the purposes of, and on the terms and conditions set forth in, this Agreement.

NOW, THEREFORE, in consideration of the premises stated herein and intending to be legally bound, the Member and the Company agree as follows:

1. Definitions and Rules of Construction

1.1. Definitions. In addition to the terms otherwise defined herein, the following terms, as used herein, shall have the following respective meanings:

(a) “Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

(b) “Membership Interest” means the ownership interest of the Member in the Company (which shall be considered personal property for all purposes), consisting of (i) the Member’s interest in capital, profits, losses, credits, allocations and distributions of or by the Company, (ii) the Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act, and (iii) the Member’s other rights and privileges as herein provided.

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(c) “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities.

1.2. Rules of Construction. Unless the context otherwise clearly indicates, each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof; (ii) the word “including” means “including, but not limited to”; (iii) masculine gender shall also include the feminine and neutral genders, and vice versa and (iv) words importing the singular shall also include the plural, and vice versa.

2. Members and Membership Interest

2.1. Member and Membership Interest. The Member of the Company and the Member’s Membership Interest is as follows:


Name and Address	Membership Interest
Griid Infrastructure Inc.		100%
2577 Duck Creek Road
Cincinnati, OH 45212

3. Formation and Purpose

3.1. Organization. The Company was formed as a limited liability company upon the filing of the Certificate of Formation by PHS Corporate Services, Inc. in the Office of the Secretary of State of the State of Delaware as required by the Delaware Act. The Member hereby ratifies and confirms in all respects the formation of the Company by PHS Corporate Services, Inc. The Company will operate as a limited liability company in accordance with the Delaware Act and upon the terms and conditions set forth in this Agreement. The rights, duties and liabilities of the Member shall be as provided in the Delaware Act, except as otherwise provided herein.

3.2. Name. The name of the limited liability company is Griid Holdco LLC or such other name as the Member shall from time to time select.

3.3. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Act.

3.4. Registered Office and Principal Office. The address of the registered office of the Company in Delaware shall be as set forth in the Certificate of Formation, and the principal office of the Company shall be located at 2577 Duck Creek Road, Cincinnati, OH 45212, or at such other locations as may be determined by the Member from time to time.

3.5. Term. The term of the Company commenced upon the filing of the Certificate of Formation and shall continue until the Company is dissolved pursuant to Section 9.1.

4. Management

4.1. Management and Control. The management of all of the affairs of the Company shall be vested exclusively in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. Notwithstanding any other provision of this Agreement, the Member has the authority to bind the Company and is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other Person.

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4.2. Reimbursement and Compensation. The Member shall be entitled to receive fees, salary or remuneration for services rendered to the Company, as reasonably determined from time to time by the Member. Additionally, the Member shall be entitled to reimbursement of expenses reasonably incurred on behalf of the Company. Such expenses shall include supplies and equipment, rentals, salaries to third persons, insurance, legal services, accounting services, fees or commissions paid to third parties, and similar costs and expenses.

5. Officers

5.1. General Power and Authority. Although Company decisions generally shall be made by the Member, the daily operation of the business of the Company may be delegated to agents of the Company designated as officers including a President, any number of Vice Presidents, a Treasurer, a Secretary and such other officers as the Member shall from time to time determine.

5.2. Officers.

(a) Appointment of Officers. The officers of the Company shall be appointed by the Member and shall serve at the pleasure of the Member and have such authority and perform such duties as delegated to them by the Member or as provided in this Agreement.

(b) Additional Officers. In addition to the officers specified in Section 5.4 through Section 5.7, the Member may appoint any other officers, assistants, agents and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as the Member may from time to time determine.


James D. Kelly III		Chief Executive Officer, President

Allan Wallander		Secretary

5.3. Removal and Resignation of Officers. The Member may remove any officer, with or without cause, at any time, subject to the rights, if any, of such officer under any contract with the Company. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of such notice or at any later time specified in such notice (unless such officer is otherwise removed prior to such date); and unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

5.4. President. The President shall be the chief executive officer of the Company. The President shall have general and active management of the business and the Company, see that all orders and resolutions of the Member are carried into effect, execute all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments, in the name of the Company, and affix the corporate seal thereto when authorized by the Member. The President shall have general supervision and direction of the other officers of the Company and shall see that their duties are properly performed. The President shall have the general duties and powers of supervision and management usually vested in the office of the President of a corporation.

5.5. Vice President. The Vice Presidents, in the order designated by the Member, shall be vested with all powers that are required to perform all the duties of the President in his or her absence or disability. The Vice President(s) shall perform any other duties and have any other authority as from time to time may be assigned to him or her by the Member.

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5.6. Secretary. The Secretary shall attend all meetings of the Company and the Member. The Secretary shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. The Secretary shall give proper notice of meetings of the Member. The Secretary shall perform any other duties and have any other authority as from time to time may be assigned to him or her by the Member.

5.7. Treasurer. The Treasurer shall be responsible for the custody of all funds and securities belonging to the Company and for the receipt, deposit, or disbursement of these funds and securities under the direction of the Member. The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall make reports of these receipts and disbursements to the Member upon request. The Treasurer shall perform any other duties and have any other authority as from time to time may be assigned to him or her by the Member.

6. Capital Accounts; Profits and Losses; Distributions

6.1. Capital Contributions. The Member shall contribute cash and other assets to the capital of the Company in such amounts and at such times as the Member may determine in the Member’s discretion.

6.2. Allocations of Profit and Losses; Disregarded Entity. The Member intends that the Company be disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treas. Reg. § 301.7701-3. The Company’s income, gain, loss, deduction and credit for any fiscal year or other period shall be reported by the Person that is treated as the sole owner of the Company for federal income tax purposes. Accordingly, no election to the contrary shall be filed by or on behalf of the Company.

6.3. Distribution. The Company shall make distributions (whether in cash or in-kind) to the Member, if any, as, when and in the form determined by the Member, subject to any limitations or prohibitions under the Delaware Act.

7. Transfer of Membership Interests; Admission of New Members

7.1. Transfer. The Member shall have the right to transfer all or any portion of the Member’s Membership Interest to any Person at any time. Any transferee shall be admitted as a member of the Company as of the effective date of the transfer.

7.2. Admission of New Members. No Person shall be permitted as a new member of the Company, either by transfer of a portion of the Member’s Membership Interest, or in any other manner which causes the Company to have two or more members, until this Agreement has been amended to provide for such admission, including amendments relating to the governance of the Company, and providing for the allocation of profits and losses of the Company among the members and the maintenance of capital accounts, and such amendment has been accepted by the Member, the Company and the new member(s).

8. Financial Matters

8.1. Fiscal Year. The fiscal year of the Company shall end on December 31.

8.2. Company Funds. Pending application or distribution, the funds of the Company shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or mutual funds investing primarily in such securities, or such other investments as the Member deems appropriate.

8.3. Tax Returns. The Member shall cause all tax filings for the Company to be prepared and timely filed with the appropriate authorities.

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9. Dissolution.

9.1. Dissolution. The Company shall be dissolved upon determination of the Member to effect such dissolution.

9.2. Liquidation. Upon dissolution of the Company, the Member shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up.

9.3. Certificate of Cancellation. Following dissolution of the Company pursuant to this Section 9, when all debts, liabilities and obligations of the Company have been paid, satisfied, compromised or otherwise discharged or adequate provisions have been made therefore, and all assets have been distributed, a Certificate of Cancellation shall be filed if required by the Delaware Act.

10. General Matters

10.1. Maintenance of Records. The accounting books and records and all other information pertaining to the Company that is required to be made available to members under the Delaware Act shall be kept at such place or places designated by the Member or in the absence of such designation, at the principal place of business of the Company. The accounting books and records and such other information pertaining to the Company shall be kept either in written form or in any other form capable of being converted into written form.

10.2. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Company shall be signed or endorsed in such manner and by such Person or Persons as shall be designated from time to time by the Member.

10.3. Contracts and Instruments; How Executed. The Member, except as otherwise provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Company, and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Member or within the agency power of an officer, no officer, agent, or employee other than the President, the Vice President, the Secretary or the Treasurer shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

10.4. Seal. Unless required by applicable law, a seal shall not be required on (and its absence shall not impair the validity of) any document, instrument or other paper executed and delivered by or on behalf the Company.

10.5. Limitation of Liability; Indemnification.

(a) Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising by contract, or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability by reason of the Member managing the affairs of the Company or otherwise, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of the Member’s status as a member of the Company, or the Member’s participation in the management of the affairs of the Company, or otherwise. Neither the Member nor any officer of the Company shall be personally liable, responsible or accountable in monetary damages or otherwise to the Company or the Member for any act or failure to act or for any mistakes of judgment unless the Member or such officer has breached or failed to perform the duties of his, her or its office under the Delaware Act or this Agreement and the breach or failure to perform constitutes self-dealing, willful misconduct or gross

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negligence. The provisions of the immediately preceding sentence shall not apply to: (i) the responsibility or liability of the Member or an officer pursuant to any criminal statute; or (ii) the liability of the Member or an officer for the payment of taxes pursuant to federal, state or local law.

(b) Indemnification. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless the Member and any Company officer (each being referred to as an “Indemnitee”) who was or is a party (other than a party plaintiff suing on such Person’s own behalf), or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) arising out of, or in connection with, any actual or alleged act or omission by an Indemnitee taken in such Indemnitee’s capacity as a member or officer of the Company, or by reason of the fact that the Indemnitee is or was a member or officer of the Company, or is or was serving at the request of the Company as a director (or Person performing similar functions) or officer of any other entity, including, a domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding if the Indemnitee met the standard of conduct of: (i) acting in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; and (ii) with respect to any criminal proceeding, having no reasonable cause to believe the Indemnitee’s conduct was unlawful except where such conduct constitutes willful misconduct or gross negligence. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

(c) Insurance. The Company shall have power to purchase and maintain insurance on behalf of any Person who is or was a member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director (or Person performing similar functions), officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, employee benefit plan or other Person against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power to indemnify such Person against that liability under the provisions of this Section 10.5.

(d) Modification. The duties of the Company to indemnify and to advance expenses to the Member or a Company officer provided in this Section 10.5 shall be in the nature of a contract between the Company and the Member or each such Company officer, and no amendment or repeal of any provision of this Section 10.5, and no amendment, repeal or termination of any trust or other fund created pursuant to this Section 10.5, shall alter, to the detriment of the Member or such Company officer, the right of such Person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

(e) Past Officers and Members. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.5 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a member, officer, employee or agent of the Company and shall inure to the benefit of the executors, administrators, heirs, successors and assigns of that Person.

11. Miscellaneous

11.1. Governing Law. This Agreement shall be governed by, and construed under, the laws of Delaware without regard to the conflicts of law principles of any jurisdiction.

11.2. Entire Agreement. This Agreement and the Schedules and Exhibits hereto constitute the full and entire understanding and agreement between the Member and the Company with regard to the subject matter hereof.

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11.3. Titles and Subtitles; Certain References. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references herein to “Sections” or “Exhibits” shall be deemed to refer to the sections and exhibits of this Agreement unless otherwise specified.

11.4. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provisions hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof.

11.5. Counterparts; Execution by Electronic Means. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

11.6. Amendment; Modification and Waiver. This Agreement may not be amended or modified, and no provision hereof may be amended, modified or waived, except expressly by an instrument in writing signed by the Member and the Company. No waiver of any provision hereof by any party shall be deemed a waiver by any other party nor shall any such waiver by any party be deemed a continuing waiver of any matter by such party. No amendment, modification or wavier hereof or hereunder shall require the consent of any person not a party to this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, and intending to be legally bound, the Member and the Company have executed this Amended and Restated Limited Liability Company Agreement on the date first written above.


COMPANY:

GRIID HOLDCO LLC

By:
Name:		James D. Kelly III
Title:		President

MEMBER:

GRIID INFRASTRUCTURE INC.

By:
Name:		James D. Kelly III
Title:		Chief Executive Officer

[Signature Page to Amended and Restated Limited Liability Company Agreement of Griid Holdco LLC]

Annex E

FORM OF SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ADIT EDTECH ACQUISITION CORP.

Pursuant to Sections 242 and 245 of the

Delaware General Corporation Law

Adit EdTech Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its duly authorized officer, hereby certifies as follows:

1. The present name of the Corporation is “Adit EdTech Acquisition Corp.”

2. The Corporation’s original Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 15, 2020.

3. The Corporation’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed in the office of the Secretary of the State of Delaware on January 11, 2021.

4. This Second Amended and Restated Certificate of Incorporation (this “Second Amended and Restated Certificate”) restates, integrates and also further amends the Amended and Restated Certificate.

5. This Second Amended and Restated Certificate was duly adopted in accordance with the applicable provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) and was duly approved by the stockholders of the Corporation in accordance with the applicable provisions of Section 211 of the DGCL.

6. The text of the Amended and Restated Certificate is hereby amended, integrated and restated to read in full as follows:

ARTICLE I

NAME

The name of the corporation is Griid Infrastructure Inc. (the “Corporation”).

ARTICLE II

REGISTERED AGENT

The registered office of the Corporation is to be located at c/o PHS Corporate Services, Inc., 1313 N. Market Street, Suite 5100, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at that address is PHS Corporate Services, Inc.

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ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

ARTICLE IV

CAPITALIZATION

Section 4.1. Authorized Capital Stock.

(a) The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 501,000,000 shares, consisting of (i) 500,000,000 shares of common stock, par value of $0.0001 per share (the “Common Stock”), and (ii) 1,000,000 shares of preferred stock, par value of $0.0001 per share (the “Preferred Stock”).

(b) Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares of any class of the Common Stock or the Preferred Stock may be increased or decreased, in each case by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any class of the Common Stock or the Preferred Stock voting separately as a class will be required therefor. Notwithstanding the immediately preceding sentence, the number of authorized shares of any particular class may not be decreased below the number of shares of such class then outstanding.

Section 4.2. Classes of Shares. The designation, relative rights, preferences and limitations of the shares of each class of stock are as follows:

(a) Common Stock.

(i) Voting Rights.

(1) Each holder of Common Stock will be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote, except that, in each case, to the fullest extent permitted by law and subject to Section 4.2(a)(i)(2), holders of shares of Common Stock, as such, will have no voting power with respect to, and will not be entitled to vote on, any amendment to this Second Amended and Restated Certificate (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of any outstanding Preferred Stock if the holders of such Preferred Stock are entitled to vote as a separate class thereon under this Second Amended and Restated Certificate (including any certificate of designations relating to any series of Preferred Stock) or under the DGCL.

(2) The holders of the outstanding shares of Common Stock shall be entitled to vote separately as a class upon any amendment to this Second Amended and Restated Certificate (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the Common Stock so as to affect the Common Stock adversely.

(3) Except as otherwise required in this Second Amended and Restated Certificate or by the DGCL, the holders of Common Stock will vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with the holders of Preferred Stock).

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(4) There shall be no cumulative voting.

(ii) Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Common Stock with respect to the payment of dividends, such dividends and other distributions of cash, stock or property may be declared and paid on the Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the board of directors of the Corporation (the “Board”) in its discretion may determine.

(iii) Liquidation. Subject to applicable law and the rights, if any, of the holder of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock are entitled, if any, the holders of all outstanding shares of Common Stock will be entitled to receive an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of Common Stock will be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares of Common Stock.

(b) Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized, and with such powers, including voting powers, if any, and the designations, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issue of such shares of Preferred Stock from time to time adopted by the Board pursuant to authority so to do which is hereby expressly vested in the Board. The powers, including voting powers, if any, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such Preferred Stock holders is required pursuant to the designations for such Preferred Stock.

Section 4.3. Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

ARTICLE V

POWERS OF BOARD OF DIRECTORS

Section 5.1. Election. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Election of directors of the Corporation (the “Directors”) need not be by ballot unless the bylaws of the Corporation (as such bylaws may be amended from time to time, the “Bylaws”) so provide.

Section 5.2. Bylaws. The Board shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the Bylaws as provided in the Bylaws.

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Section 5.3. Submission for Stockholder Approval/Ratification. The Directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy), shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of Directors’ interests, or for any other reason.

Section 5.4. Number of Directors.

(a) Except as otherwise provided for or fixed pursuant to the provisions of Section 4.2(b) of this Second Amended and Restated Certificate relating to the rights of the holders of any series of Preferred Stock to elect additional Directors, the total number of Directors constituting the entire Board shall, (a) as of the date of this Second Amended and Restated Certificate, be seven (7) and (b) thereafter, shall be fixed solely and exclusively by one or more resolutions adopted from time to time by the Board.

(b) During any period when the holders of any series of Preferred Stock have the right to elect additional Directors as provided for or fixed pursuant to the provisions of Section 4.2(b) (“Preferred Stock Directors”), upon the commencement, and for the duration, of the period during which such right continues: (i) the then total authorized number of Directors shall automatically be increased by such specified number of Preferred Stock Directors, and the holders of the related Preferred Stock shall be entitled to elect the Preferred Stock Directors pursuant to the provisions of the Board’s designation for the series of Preferred Stock and (ii) each such Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such Preferred Stock Director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect Preferred Stock Directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such Preferred Stock Directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such Preferred Stock Directors, shall forthwith terminate and the total and authorized number of Directors shall be reduced accordingly.

Section 5.5. Classified Board. The Board shall be divided into three classes, as nearly equal in number as possible: Class I, Class II, and Class III. Only one class of Directors shall be elected in each year and each class shall serve a three-year term. Class I Directors shall initially serve until the first annual meeting of stockholders following the adoption of this Second Amended and Restated Certificate; Class II Directors shall initially serve until the second annual meeting of stockholders following the adoption of this Second Amended and Restated Certificate; and Class III Directors shall initially serve until the third annual meeting of stockholders following the adoption of this Second Amended and Restated Certificate. Each Director of each class, the term of which shall then expire, shall be elected to hold office for a term ending on the date of the third annual meeting of stockholders of the Corporation next following the annual meeting at which such director was elected. In case of any increase or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the Directors in each class shall be apportioned as nearly equal as possible. In the event of any change in the number of Directors, the Board shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of Directors in each class. In no event will a decrease in the number of Directors shorten the term of any incumbent director.

Section 5.6. Vacancies and Newly Created Directorships. Subject to any limitations imposed by applicable law and the rights, if any, of the holders of any one or more series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the

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Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders and except as otherwise provided by the DGCL, be filled solely and exclusively, by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board, and not by the stockholders. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal.

Section 5.7. Removal of Directors. Subject to any limitations imposed by the DGCL, except for Preferred Stock Directors, any director or the entire Board may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least 66 2/3% of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.8. Powers Generally. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the DGCL, this Second Amended and Restated Certificate, and to any Bylaws from time to time made by the stockholders; provided, however, that no bylaw so made shall invalidate any prior act of the Directors which would have been valid if such Bylaw had not been made.

ARTICLE VI

MEETINGS OF STOCKHOLDERS

Section 6.1. Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 6.2. Meetings of Stockholders.

(a) An annual meeting of stockholders for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at such place (or electronically), on such date, and at such time as the Board shall determine.

(b) Subject to any special rights of the holders of any series of Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by (i) the chairperson of the Board, (ii) the chief executive officer of the Corporation or (iii) at the direction of the Board pursuant to a written resolution adopted by a majority of the total number of Directors that the Corporation would have if there were no vacancies. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. The ability of holders of Common Stock to call a special meeting of the stockholders is hereby specifically denied.

(c) Advance notice of stockholder nominations for the election of Directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

ARTICLE VII

LIMITED LIABILITY; INDEMNIFICATION

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omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Section 7.1 by the stockholders of the Corporation shall not adversely affect any right or protection of a Director with respect to events occurring prior to the time of such repeal or modification.

Section 7.2. Indemnification. The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all Persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.

Section 7.3. Nonexclusivity of Rights. The rights and authority conferred in this Article VII shall not be exclusive of any other right that any Person may otherwise have or hereafter acquire.

ARTICLE VIII

INSOLVENCY, SALE, LEASE OR EXCHANGE OF ASSETS

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE IX

EXCLUSIVE FORUM

Section 9.1. Exclusive Forum. Subject to the last sentence of this Section 9.1, and unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware, or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (a) any derivative claim or action or proceeding brought on behalf of the Corporation, (b) any claim or action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any claim or action asserting a claim against the Corporation, or any current or former director, officer or employee of the

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Corporation arising pursuant to any provision of the DGCL, this Second Amended and Restated Certificate or the Bylaws of the Corporation (as each may be amended from time to time), (d) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate or the Bylaws of the Corporation (as each may be amended from time to time, including any right, obligation or remedy thereunder); (e) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (f) any action asserting a claim against the Corporation, or any director, officer or employee of the Corporation governed by the internal affairs doctrine or otherwise related to the Corporation’s internal affairs, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. Article IX shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “1933 Act”) or the Securities Exchange Act of 1934, as amended or any other claim for which the federal courts have exclusive jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the 1933 Act.

Section 9.2. Foreign Action. If any action the subject matter of which is within the scope of Section 9.1 immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 9.1 immediately above (a “Foreign Enforcement Action”), and (b) having service of process made upon such stockholder in any such Foreign Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 9.3. Deemed Notice and Consent. Any Person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article IX.

ARTICLE X

SEVERABILITY

If any provision or provisions of this Second Amended and Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any Person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Second Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Second Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons or entities and circumstances shall not in any way be affected or impaired thereby; and (b) the provisions of this Second Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Second Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its Directors, officers, employees and agents from personal liability in respect of their service or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XI

CORPORATE OPPORTUNITY

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unless such corporate opportunity is offered to such Person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.

ARTICLE XII

ADOPTION, AMENDMENT OR REPEAL OF CERTIFICATE OF INCORPORATION

Subject to Section 4.2, the Corporation reserves the right to amend, alter, change, add or repeal any provision contained in this Second Amended and Restated Certificate (including any Preferred Stock Designation), in the manner now or hereafter prescribed by this Second Amended and Restated Certificate and the DGCL, and except as set forth in Article VII, all rights, preferences and privileges of whatsoever nature conferred upon stockholders, Directors or any other Persons whomsoever by and pursuant to this Second Amended and Restated Certificate of Incorporation in its present form or as hereafter amended, are granted and held subject to the right reserved in this Article XII. Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Section 5.5, or Articles VI, VII, IX, or XII may be altered, amended or repealed in any respect, nor may any provision or by-law inconsistent therewith be adopted, unless in addition to any other vote required by this Second Amended and Restated Certificate or otherwise required by law, such alteration, amendment, repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, at a meeting of the stockholders called for that purpose.

ARTICLE XIII

DEFINITIONS

As used in this Second Amended and Restated Certificate, unless the context otherwise requires or as set forth in another Article or Section of this Second Amended and Restated Certificate, the term:

(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that (i) neither the Corporation nor any of its subsidiaries will be deemed an Affiliate of any stockholder of the Corporation or any of such stockholders’ Affiliates and (ii) no stockholder of the Corporation will be deemed an Affiliate of any other stockholder of the Corporation, in each case, solely by reason of any investment in the Corporation (including any representatives of such stockholder serving on the Board).

(b) “Amended and Restated Certificate” is defined in the recitals.

(d) “Bylaws” is defined in Section 5.1.

(e) “Common Stock” is defined in Section 4.1(a).

(f) “control” (including the terms “controlling” and “controlled”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of such subject Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

(g) “Corporation” is defined in the recitals.

(h) “DGCL” is defined in the recitals.

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(i) “Director” is defined in Section 5.1.

(j) “Foreign Action” is defined in Section 9.2.

(k) “Foreign Enforcement Action” is defined in Section 9.2.

(l) “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

(m) “Preferred Stock” is defined in Section 4.1(a).

(n) “Preferred Stock Designation” is defined in Section 4.2(b).

(o) “Preferred Stock Director” is defined in Section 5.4(b).

(p) “Second Amended and Restated Certificate” is defined in the recitals.

(q) “1933 Act” is defined in Section 9.1.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate to be signed by its duly authorized officer, as of the [●]th day of [●], 2022.

[Name]

[Title]

[Signature Page to Second Amended and Restated Certificate of Incorporation]

Annex F

FORM OF AMENDED AND RESTATED BYLAWS

GRIID INFRASTRUCTURE INC.

ARTICLE I

OFFICES

1.1 Registered Office. The registered office of Griid Infrastructure Inc. (the “Corporation”) in the State of Delaware shall be established and maintained at c/o PHS Corporate Services, Inc., 1313 N. Market Street, Suite 5100, Wilmington, New Castle, Delaware 19801 and PHS Corporate Services, Inc. shall be the registered agent of the corporation in charge thereof.

1.2 Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Place of Meetings. All meetings of the stockholders shall be held at such place, date and hour, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof; provided that the Board of Directors may in its sole discretion determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a) of the General Corporation Law of the State of Delaware (the “DGCL”) and pursuant to Section 8.10 of these bylaws (the “Bylaws”).

2.2 Annual Meetings. The annual meeting of stockholders shall be held on such date and at such time as may be fixed by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors of the Corporation (“Directors”) and for the transaction of only such other business as is properly brought before the meeting in accordance with these Bylaws.

Written notice of an annual meeting stating the place, date and hour of the meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting.

2.3 Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be brought before an annual meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who was a stockholder of record at the time of giving notice provided for in these Bylaws, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in these Bylaws as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations or business properly before an annual meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth in Section 2.3 of this Article to bring such nominations or business properly before an annual meeting. In addition to the other

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requirements set forth in these Bylaws, for any proposal of business to be considered at an annual meeting, it must be a proper subject for action by stockholders of the Corporation under the laws of the State of Delaware.

For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to the paragraph above, the stockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation, (ii) have provided any updates or supplements to such notice at the times and in the forms required by these Bylaws and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the representations set forth in the Solicitation Statement (as defined below) required by these Bylaws. To be timely, a stockholder’s written notice shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that in the event the annual meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Secretary of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”). Such stockholder’s Timely Notice shall set forth:

•

as to each person whom the stockholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected);

•

as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of each Proposing Person (as defined below);

•

the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the names and addresses of the other Proposing Persons (if any);

•

as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock of the Corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or associates, directly or indirectly, holds an interest, including a description of the material terms of each such Synthetic Equity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest, as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person, (y) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares and (z) whether or not such Proposing Person, and/or, to the extent known, the counterparty to such Synthetic Equity Interest, has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation, (d) any rights to dividends or other distributions on the shares

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of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to, based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any Synthetic Equity Interests (the disclosures to be made pursuant to the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”);

•

a description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation;

•

a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person (including with any proposed nominee(s)), pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding);

•

identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support nominations or other business proposal(s), and to the extent known the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

•

a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder (such statement, the “Solicitation Statement”).

For purposes of this Article, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing the notice of nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different, on whose behalf the nominations are made, or business is proposed to be brought before a stockholders’ meeting. For purposes of Section 2.3 of this Article, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for any person or entity with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.

To be eligible to be a nominee of any stockholder for election or reelection as a Director, a person must deliver (in accordance with the time periods prescribed for nominations of persons for election to the Board of Directors by stockholders under Section 2.3 of this Article) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being

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made (which questionnaire shall be provided by the Secretary upon written request), all information relating to such person that would be required to be disclosed in solicitations of proxies by the Corporation for election of such person as a Director in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and a written representation and agreement (in the form provided by the Secretary upon written request) that such individual (a) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation and (2) any Voting Commitment that could limit or interfere with such individual’s ability to comply, if elected as a Director, with such individual’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, (c) in such individual’s personal capacity and on behalf of any person or entity on whose behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a Director, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time and (d) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a Director.

A stockholder providing Timely Notice of nominations or business proposed to be brought before an annual meeting and any person providing information pursuant to the paragraph above shall, in each case, further update and supplement such notice and information, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided therein pursuant to these Bylaws shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to such annual meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth (5th) business day after the record date for the annual meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to the date of the annual meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting).

Notwithstanding anything in the second sentence of the second paragraph of Section 2.3(a) of this Article to the contrary, in the event that the number of Directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days before the last day, a stockholder may deliver a notice of nomination in accordance with the second sentence of the second paragraph of Section 2.3(a) of this Article, a stockholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b) General.

Only such persons who are nominated in accordance with the provisions of these Bylaws shall be eligible for election and to serve as Directors and only such business shall be conducted at an annual meeting as shall have been brought before the meeting in accordance with the provisions of these Bylaws or in accordance with Rule 14a-8 under the Exchange Act. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of these Bylaws. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of these Bylaws, the presiding officer of the annual meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of these

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Bylaws. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of these Bylaws, such proposal or nomination shall be disregarded and shall not be presented for action at the annual meeting.

Except as otherwise required by law, nothing in Section 2.3 of this Article shall obligate the Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for Director or any other matter of business submitted by a stockholder.

Notwithstanding the foregoing provisions of Section 2.3 of this Article, if the nominating or proposing stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that proxies, in respect of such vote, may have been received by the Corporation. For purposes of Section 2.3 of this Article, to be considered a qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, to the presiding officer at the meeting of stockholders.

For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights of (i) stockholders to have proposals included in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor rule), as applicable, under the Exchange Act and, to the extent required by such rule, have such proposals considered and voted on at an annual meeting or (ii) the holders of any series of the Preferred Stock (as defined in the Certificate of Incorporation (as defined below)) to elect Directors under specified circumstances.

2.4 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation of the Corporation (as may be amended from time to time, the “Certificate of Incorporation”), may only be called by a majority of the entire Board of Directors, or the President or the Chairman.

Unless otherwise provided by law, written notice of a special meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each stockholder entitled to vote at such meeting, not less than ten (10) or more than sixty (60) days before the date fixed for the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.5 Quorum. The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment

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a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

2.6 Organization. The Chairman of the Board of Directors shall act as chairman of meetings of the stockholders. The Board of Directors may designate any other officer or Director to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, and the Board of Directors may further provide for determining who shall act as chairman of any stockholders meeting in the absence of the Chairman of the Board of Directors and such designee.

The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting.

2.7 Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question (other than the election of Directors) brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. At all meetings of stockholders for the election of Directors, a plurality of the votes cast shall be sufficient to elect Directors. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder, unless otherwise provided by the Certificate of Incorporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize any person or persons to act for him by proxy. All proxies shall be executed in writing and shall be filed with the Secretary of the Corporation not later than the day on which exercised. No proxy shall be voted or acted upon after three (3) years from its date unless the proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.8 No Stockholder Action by Written Consent. No action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting.

2.9 Voting List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, the stockholder’s agent or attorney, at the stockholder’s expense, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the election, either at the principal place of business of the Corporation or on a reasonably accessible electronic network as provided by applicable law. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder of the Corporation who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.10 Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Article II Section 2.9 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

2.11 Adjournment. Any meeting of the stockholders, including one at which Directors are to be elected, may be adjourned for such periods as the presiding officer of the meeting or the stockholders present in person or by proxy and entitled to vote shall direct.

2.12 Ratification. Any transaction questioned in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Corporation or any of its stockholders, on the ground of lack of authority, defective

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or irregular execution, adverse interest of any Director, officer or stockholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting may be approved, ratified and confirmed before or after judgment by the Board of Directors or by the holders of Common Stock (as defined in the Certificate of Incorporation) and, if so approved, ratified or confirmed, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said approval, ratification or confirmation shall be binding upon the Corporation and all of its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

2.13 Inspectors. The election of Directors and any other vote by ballot at any meeting of the stockholders shall be supervised by at least one inspector. Such inspectors shall be appointed by the Board of Directors in advance of the meeting. If the inspector so appointed shall refuse to serve or shall not be present, such appointment shall be made by the officer presiding at the meeting.

ARTICLE III

DIRECTORS

3.1 Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The number of Directors which shall constitute the Board of Directors shall be not less than one (1) nor more than nine (9). The exact number of Directors shall be fixed from time to time, within the limits specified in Section 3.1 of this Article or in the Certificate of Incorporation, by the Board of Directors. Directors need not be stockholders of the Corporation.

3.2 Election; Term of Office; Resignation; Removal; Vacancies. Each Director shall hold office until the next annual meeting of stockholders at which his or her class stands for election or until such Director’s earlier resignation, removal from office, death or incapacity. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of Directors or from any other cause may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, and each Director so chosen shall hold office until the next election of the class for which such Director shall have been chosen, and until his successor shall be elected and qualified, or until such Director’s earlier resignation, removal from office, death or incapacity. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

3.3 Nominations. Nominations of persons for election to the Board of Directors at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in Article II Section 2.3. Such nominations by any stockholder shall be made pursuant to Timely Notice in writing to the Secretary of the Corporation and such stockholder’s notice to the Secretary shall set forth the information specified in Article II Section 2.3. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a Director. No person shall be eligible for election as a Director unless nominated in accordance with the procedures set forth in Article II Section 2.3. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedure set forth in Article II Section 2.3, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

3.4 Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected Board of Directors shall be held immediately after and at the same place as the meeting of the stockholders at which it is elected and no notice of such meeting shall be necessary to the newly elected Directors in order to legally constitute the meeting, provided a quorum shall be

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present. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President, Chairman or a majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to each Director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or e-mail on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

3.5 Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors or of any committee thereof, a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.6 Organization of Meetings. The Board of Directors shall elect one of its members to be Chairman of the Board of Directors. The Chairman of the Board of Directors shall lead the Board of Directors in fulfilling its responsibilities as set forth in these Bylaws, including its responsibility to oversee the performance of the Corporation, and shall determine the agenda and perform all other duties and exercise all other powers which are or from time to time may be delegated to him or her by the Board of Directors.

Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, or in his or her absence, by the President, or, in the absence of the Chairman of the Board of Directors and the President, by such other person as the Board of Directors may designate or the members present may select.

3.7 Actions of Board of Directors Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filled with the minutes of proceedings of the Board of Directors or committee.

3.8 Removal of Directors by Stockholders. The entire Board of Directors or any individual Director may be removed from office with or without cause by a majority vote of the holders of the outstanding shares then entitled to vote at an election of Directors. Notwithstanding the foregoing, if the Board of Directors is classified, stockholders may effect such removal only for cause. In case the Board of Directors or any one or more Directors be so removed, new Directors may be elected at the same time for the unexpired portion of the full term of the Director or Directors so removed.

3.9 Resignations. Any Director may resign at any time by submitting his written resignation to the Board of Directors or Secretary of the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

3.10 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by law and in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal

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of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution or amending the Bylaws of the Corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

3.11 Compensation. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and shall receive such compensation for their services as shall be determined by a majority of the Board of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.12 Interested Directors. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

3.13 Manner of Participation. Members of the Board of Directors or any committee designed by the Board of Directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of teleconference, virtual conference or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

ARTICLE IV

OFFICERS

4.1 General. The officers of the Corporation shall be elected by the Board of Directors and may consist of: a Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer. The Board of Directors, in its discretion, may also elect one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, a Controller and such other officers as in the judgment of the Board of Directors may be necessary or desirable, or

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may delegate to any elected officer of the Corporation the power to appoint and remove any such officers and to prescribe their respective terms of office, authorities and duties. Any number of offices may be held by the same person and more than one person may hold the same office, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation, nor need such officers be Directors.

4.2 Election. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation. Each officer of the Corporation shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors or, in the case of appointed officers, by any elected officer upon whom such power of appointment shall have been conferred by the Board. The salaries of all officers who are Directors shall be fixed by the Board of Directors.

4.3 Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President, and any such officer may, in the name and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

4.4 Chief Executive Officer. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the Chief Executive Officer shall have ultimate authority for decisions relating to the general management and control of the affairs and business of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors.

4.5 President. At the request of the Chief Executive Officer, or in the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office. The President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.

4.6 Chief Financial Officer. The Chief Financial Officer shall have general supervision, direction and control of the financial affairs of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors. In the absence of a named Treasurer, the Chief Financial Officer shall also have the powers and duties of the Treasurer as hereinafter set forth and shall be authorized and empowered to sign as Treasurer in any case where such officer’s signature is required.

4.7 Vice Presidents. At the request of the President or in the absence of the President, or in the event of his or her inability or refusal to act, the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the

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President or in the event of the inability or refusal of such officer to act, shall perform the duties of such office, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office.

4.8 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

4.9 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

4.10 Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

4.11 Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

4.12 Controller. The Controller shall establish and maintain the accounting records of the Corporation in accordance with generally accepted accounting principles applied on a consistent basis, maintain proper internal control of the assets of the Corporation and shall perform such other duties as the Board of Directors, the President or any Vice President of the Corporation may prescribe.

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4.13 Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

4.14 Other Powers and Duties. Subject to these Bylaws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

4.15 Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason.

4.16 Resignations. Any officer may resign at any time by submitting his written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation, unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.

4.17 Removal. Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the directors then in office.

4.18 Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

ARTICLE V

CAPITAL STOCK

5.1 Form of Certificates. The shares of stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be in uncertificated form. Stock certificates shall be in such forms as the Board of Directors may prescribe and signed by any two authorized officers of the Corporation, which shall include, but not be limited to, the Chairman of the Board, the President or a Vice President, the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation.

5.2 Signatures. Any or all of the signatures on a stock certificate may be a facsimile, including, but not limited to, signatures of officers of the Corporation and countersignatures of a transfer agent or registrar. In case an officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.3 Lost Certificates. The Board of Directors may direct a new stock certificate or certificates to be issued in place of any stock certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new stock certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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5.4 Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of certificated stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Transfers of uncertificated stock shall be made on the books of the Corporation only by the person then registered on the books of the Corporation as the owner of such shares or by such person’s attorney lawfully constituted in writing and written instruction to the Corporation containing such information as the Corporation or its agents may prescribe. No transfer of uncertificated stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. The Corporation shall have no duty to inquire into adverse claims with respect to any stock transfer unless (a) the Corporation has received a written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it prior to the issuance of a new, reissued or re-registered share certificate, in the case of certificated stock, or entry in the stock record books of the Corporation, in the case of uncertificated stock, and the notification identifies the claimant, the registered owner and the issue of which the share or shares is a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, Bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by him or, if there be no such address, at his residence or regular place of business that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notification, either (a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction; or (b) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.

5.5 Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than ten (10) days after the date upon which the resolution fixing the record date of action with a meeting is adopted by the Board of Directors, nor more than sixty (60) days prior to any other action. If no record date is fixed:

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent is delivered to the Corporation.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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5.6 Registered Stockholders. Prior to due presentment for transfer of any share or shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and to all other benefits of ownership with respect to such share or shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VI

NOTICES

6.1 Form of Notice. Notices to Directors and stockholders other than notices to Directors of special meetings of the Board of Directors which may be given by any means stated in Article III Section 3.4, shall be in writing and delivered personally or mailed to the Directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the mail, with postage prepaid. Notice to Directors may also be given by electronic transmission (as defined in the General Corporation Law of the State of Delaware, as amended (the “Delaware General Corporation Law”)).

6.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of law or the Certificate of Incorporation or by these Bylaws, a written waiver, signed by the person or persons entitled to notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular, or special meeting of the stockholders, Directors, or members of a committee of Directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

7.1 To the fullest extent permitted by applicable law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

7.2 To the fullest extent permitted by applicable law, the Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against

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expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

7.3 To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 7.1 or 7.2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

7.4 Any indemnification under Sections 7.1 or 7.2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in such section. Such determination shall be made:

(a) By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or

(b) If such a quorum is not obtainable, or, even if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or

7.5 Expenses (including attorneys’ fees) incurred by an officer or Director in defending any civil, criminal, administrative or investigative action, suit or proceeding, by reason of the fact that he or she is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, promptly following request therefor, upon receipt of an undertaking by or on behalf of such Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so advanced upon such terms and conditions, if any, as the Board of Directors deems appropriate.

7.6 The indemnification and advancement of expenses provided by or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its Directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by applicable law.

7.7 To the fullest extent permitted by applicable law, the Corporation shall, upon approval by the Board of Directors, have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

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7.8 For purposes of this Article, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers, and employees or agents, so that any person who is or was a Director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation of its separate existence had continued.

7.9 For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

7.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11 No Director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a Director or officer, provided that this provision shall not limit the liability of a Director or officer (i) for any breach of the Director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the Director or officer derived an improper personal benefit.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Reliance on Books and Records. Each Director, each member of any committee designated by the Board of Directors and each officer of the Corporation, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

8.2 Maintenance and Inspection of Records. The Corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws, as may be amended to date, minute books, accounting books and other records.

Any such records maintained by the Corporation may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to the provisions of the DGCL. When records are kept in such manner, a clearly legible paper form produced from or by means of the information storage device or method shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper form accurately portrays the record.

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Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right, during the usual hours for business, to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal executive office.

8.3 Inspection by Directors. Any Director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a Director.

8.4 Dividends. Subject to the provisions of the Certificate of Incorporation, if any, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

8.5 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

8.6 Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. If the Board of Directors shall fail to do so, the President shall fix the fiscal year.

8.7 Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

8.8 Amendments. The original or other Bylaws may be adopted, amended or repealed in accordance with the Certificate of Incorporation.

8.9 Interpretation of Bylaws. All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the DGCL.

8.10 Meeting Attendance via Remote Communication Equipment. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders entitled to vote at an Annual Meeting or special meeting of stockholders and proxy holders not physically present at an Annual Meeting or special meeting of stockholders may, by means of remote communication:

(a) participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in

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the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

8.11 Conflict with Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

Adopted as of [●], 2022

* * * * * *

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Annex G

FORM OF

WAIVER AND RELEASE OF CLAIMS¹

Effective as of the Effective Time, by executing this Letter of Transmittal, the undersigned, on behalf of him, her or itself and (a) if the undersigned is an individual, on behalf of his or her Representatives, heirs, executors, and administrators, (b) if the undersigned is an entity, on behalf of its controlled Affiliates and its and their respective Representatives, (c) if the undersigned is a trust, on behalf of the trustee and the beneficiaries of the trust, and (d) any of the undersigned’s and any of the forgoing Persons’ respective successors and assigns, and any other Person bringing any claim by, through or under any of the foregoing (collectively, “Releasing Parties”), fully, forever, irrevocably and unconditionally waives, releases, acquits and discharges Merger Sub, the Company and their respective Affiliates (including, for clarity, Acquiror and its Affiliates and the Company’s Subsidiaries), and each of their respective former, current and future equityholders, controlling persons, members, managers, general or limited partners, and other Representatives (or any former, current or future equityholder, controlling person, member, manager, general or limited partner, or other Representative of any of the foregoing), and each of their respective successors and assigns (collectively, “Released Parties”), from any and all Proceedings, Liabilities or other relief, whether known or unknown, whether at law or in equity, whether vicarious, derivative, or direct, whether fixed, contingent or liquidated, whether foreseeable or unforeseeable, or whether presently existing or hereafter discovered, that may be or could have been asserted, with respect to, or arising during, or in connection with, any period ending at or prior to the Effective Time (including out of any event, occurrence, act, or failure to act) relating to such Person’s direct or indirect ownership of Equity Securities or such Person’s capacity as an equityholder of the Company, in each case, prior to the Effective Time or to the negotiation or execution of this Letter of Transmittal, the Agreement and Plan of Merger² or any Ancillary Document or the consummation of any of the Transactions (collectively, “Released Claims”); provided, that nothing contained in this paragraph shall extend to any Proceedings, Liabilities or other relief with respect to (i) the undersigned’s rights under the Agreement and Plan of Merger or the Ancillary Documents, (ii) any rights to indemnification, limitation of liability or advancement or reimbursement of expenses to the extent the undersigned is entitled thereto under the Governing Documents of the Company or any of its Subsidiaries, and (iii) any rights to compensation to which the undersigned is entitled under employment or other service agreements entered into (or compensation or benefit plans, programs or policies of) with the Company or its Subsidiaries and which were in force as of the Effective Time.

The undersigned acknowledges and agrees that this is a full and final general release of all Released Claims, whether or not known, suspected or claimed, that could have been asserted in any Proceeding against the Released Parties. The undersigned represents and warrants to the Released Parties that (a) it has not voluntarily or involuntarily assigned, conveyed or otherwise transferred, or purported to assign, convey or otherwise transfer, to any Person any Released Claims released by the undersigned, (b) no Person other than the undersigned has any interest, whether by Law or Contract or by virtue of any action or inaction by the undersigned, in any Released Claim released by the undersigned and (c) there are no Encumbrances on or against any of the Released Claims released by the undersigned. The undersigned acknowledges that the Laws of many states, including §1542 of the California Civil Code, provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The undersigned acknowledges that such provisions are designed to

¹	Note to Draft: The Letter of Transmittal will include a provision noting that capitalized terms used but not defined therein shall have the respective meanings ascribed to such terms in the Agreement and Plan of Merger.

²	Note to Draft: To be defined in the Letter of Transmittal.

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protect a Person from waiving claims which it does not know exist or may exist. Nonetheless, effective as of the Effective Time, the undersigned (on his, her or its own behalf and, to the extent of his, her or its legal authority, on behalf of the other Releasing Parties) agree to waive any such provision. The undersigned, on behalf of itself and, to the extent of its legal authority, the other Releasing Parties, irrevocably covenants not to, directly or indirectly, sue, or commence, knowingly aid or prosecute or cause to be commenced, knowingly aided or prosecuted any Proceeding, or authorize any other Person to commence or prosecute any Proceeding, against any of the Released Parties in respect of any Released Claim.

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Annex A-2

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) is made and entered into as of December 23, 2021, by and among Adit EdTech Acquisition Corp., a Delaware corporation (“Acquiror”), ADEX Merger Sub, LLC, a Delaware limited liability company and wholly owned direct subsidiary of Acquiror (“Merger Sub”), and Griid Holdco LLC, a Delaware limited liability company (the “Company” and, together with Acquiror and Merger Sub, the “Parties”).

WHEREAS, the Parties have entered into an Agreement and Plan of Merger, dated as of November 29, 2021 (the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.

WHEREAS, the Parties desire to amend the Agreement in accordance with Section 9.3 thereof.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Amendment, the Parties agree as follows:

1. Amendment to Section 6.8(a) of the Agreement. The second sentence of Section 6.8(a) of the Agreement is hereby amended to remove the words “and Acquiror Bylaws” and therefor to read in full as follows:

“Acquiror shall, through the Acquiror Board, recommend to its stockholders that they vote their shares of Acquiror Common Stock in favor of (a) the adoption and approval of this Agreement, the Ancillary Documents and the Transactions; (b) the issuance of Acquiror Common Stock in connection with the Merger; (c) the adoption and approval of the Acquiror A&R Certificate of Incorporation; (d) the election of the directors constituting the Acquiror Board, if any; (e) the adoption of the New Equity Incentive Plan; (f) the adoption and approval of each other proposal that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement or in correspondence related thereto; (g) the adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the consummation of the Transactions; and (h) the adoption and approval of a proposal for the adjournment of the Acquiror Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (a) through (h) together, the “Required Transaction Proposals” and such recommendation of the Acquiror Board, the “Acquiror Board Recommendation”); provided that Acquiror may postpone or adjourn the Acquiror Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Acquiror has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Acquiror Stockholders prior to the Acquiror Stockholders Meeting or (D) if the Pre-Closing Acquiror Stockholders have elected to redeem a number of shares of Acquiror Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 7.1(c) not being satisfied.”

2. Effectiveness. This Amendment shall be effective as of the date first written above following the execution of this Amendment by the Parties. Any reference in the Agreement to “this Agreement” shall hereafter be deemed to refer to the Agreement as amended by this Amendment.

3. Miscellaneous Terms. The provisions of Article 9 of the Agreement shall apply mutatis mutandis to this Amendment.

4. Full Force and Effect. Except as specifically amended herein, the Parties hereby acknowledge and agree that all of the terms and provisions set forth in the Agreement remain in full force and effect in all respects.

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above.


ADIT EDTECH ACQUISITION CORP.

By:		/s/ David Shrier
Name:		David Shrier
Title:		Chief Executive Officer

ADEX MERGER SUB, LLC

By: Adit EdTech Acquisition Corp., its sole member

By:		/s/ David Shrier
Name:		David Shrier
Title:		Chief Executive Officer


GRIID HOLDCO LLC

By:		/s/ James D. Kelly III
Name:		James D. Kelly III
Title:		Chief Executive Officer and President

[Signature Page to First Amendment to Merger Agreement]

Annex A-3

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This Second Amendment (this “Amendment”) is made and entered into as of October 17, 2022, by and among Adit EdTech Acquisition Corp., a Delaware corporation (“Acquiror”), ADEX Merger Sub, LLC, a Delaware limited liability company and wholly owned direct subsidiary of Acquiror (“Merger Sub”), and Griid Holdco LLC, a Delaware limited liability company (the “Company” and, together with Acquiror and Merger Sub, the “Parties”).

WHEREAS, the Parties have entered into an Agreement and Plan of Merger, dated as of November 29, 2021 (the “Effective Date”) and amended as of December 23, 2021 (as amended prior to the date hereof, the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.

WHEREAS, the market price of Bitcoin has dropped significantly since the Effective Date, causing margins for Bitcoin mining enterprises to shrink.

WHEREAS, on October 9, 2022, OpCo entered into the Fourth Amended and Restated Credit Agreement, by and among OpCo, Blockchain Access UK Limited, and the other parties thereto, and the Settlement and Release Agreement, by and among OpCo, Blockchain Capital Solutions (US), Inc., Acquiror and the other parties thereto to resolve certain disputes between OpCo and the Blockchain entities.

WHEREAS, given the foregoing circumstances, the Parties desire to amend the Agreement in accordance with Section 9.3 thereof.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Amendment, the Parties agree as follows:

1. Amendment to Section 1.1 of the Agreement. The definition of “Merger Consideration” is hereby amended and restated in its entirety to read as follows:

““Merger Consideration” means 58,500,000 shares of Acquiror Common Stock.”

2. Amendment to Section 3.1(e) of the Agreement.

The first two sentences of Section 3.1(e) of the Agreement are hereby amended and restated in their entirety to read as follows:

“Immediately prior to the Effective Time, the Warrant to Purchase Class B Units (the “Blockchain Warrant”), issued by OpCo to Blockchain Capital Solutions (US), Inc. (“Blockchain Capital Solutions”), effective as of October 9, 2022, shall be deemed exercised, and the Company shall deliver to Blockchain Capital Solutions that number of fully paid and nonassessable Class B Units as is determined according to the formula set forth in Section 2.4 of the Blockchain Warrant. Therefore, for purposes of this Agreement, Blockchain Capital Solutions shall be treated as a Holder of Class B Units and shall be entitled to receive its Class B Proportionate Interest of the Merger Consideration with respect to the Class B Units issuable under the Blockchain Warrant as set forth in Section 3.1(c).”

The third sentence of Section 3.1(e) of the Agreement is hereby deleted in its entirety.

3. Amendment to Section 6.1(b)(vi)(A) of the Agreement. Section 6.1(b)(vi)(A) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(A) incur, create or assume any Indebtedness in excess of $1,000,000, individually or in the aggregate, except with respect to any Indebtedness contemplated by that certain Fourth Amended and Restated Credit Agreement, dated October 9, 2022, by and among OpCo, Blockchain Access UK Limited (“Blockchain”), and the other parties thereto,”

4. Amendment to Section 6.5 of the Agreement.

Section 6.5(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) The Parties intend that for U.S. federal (and, as applicable, state and local) income Tax purposes, the receipt by Acquiror of the Acquired Surviving Company Units in the Merger be treated as the contribution of the Acquired Surviving Company Units by the Holders to Acquiror in exchange for Acquiror’s payment to the applicable Holders of the Merger Consideration in a transaction described under Section 351(a) of the Code (the “Intended Tax Treatment”), but acknowledge that Section 351 requires, among other things, as a result of the Merger, and immediately after the Merger, the Holders own 80% or more of the outstanding stock of the Acquiror (the 80% Requirement”), and whether that requirement will be met will not be known until the amount of Acquiror Stock that is redeemed by the Pre-Closing Acquiror Stockholders is known. Each of the Parties shall use commercially reasonable efforts to take or not to take an action that could reasonably be expected to cause the Merger to fail to qualify for the Intended Tax Treatment, other than actions that are contemplated in the redemption of Acquiror Stock owned by Pre-Closing Acquiror Stockholders. If the requirements of Section 351 are not met, the exchange of Acquired Surviving Company Units in the Merger will be a taxable event. It is understood that even if Section 351(a) applies to the exchange, certain Holders may recognize gain consistent with the terms of Revenue Ruling 80-323, to account for the liabilities of the Surviving Company that are allocated to those Holders (the “Modified Intended Tax Treatment”).”

Section 6.5(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(b) If as a result of the Merger, and immediately after the Merger, the Holders own 80% or more of the outstanding stock of the Acquiror, except as required by a “determination” within the meaning of Section 1313 of the Code, the Parties shall, and shall cause each of their respective applicable Affiliates to: (i) prepare and file all Tax Returns consistent with the Intended Tax Treatment or the Modified Intended Tax Treatment, as applicable (collectively, the “Tax Positions”); (ii) take no position in any communication with any Governmental Entity or any other action inconsistent with the Tax Positions; (iii) promptly inform each other of any challenge by any Governmental Entity to any portion of the Tax Positions; (iv) consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any such challenge to any portion of the Tax Positions; and (v) use their respective commercially reasonable efforts to defend the Tax Positions in any audit, examination, claim or other similar proceeding.”

Section 6.5(g) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(g) If required by the SEC, the Registration Statement to be filed with the SEC will be prepared acknowledging the Intended Tax Treatment and the Modified Tax Treatment, and the inability to conclude as to whether the Intended Tax Treatment or the Modified Tax Treatment is expected to be realized. The Registration Statement will describe the expected tax treatment if (i) the Intended Tax Treatment and Modified Tax Treatment is realized and (ii) the expected tax treatment if the requirements of Section 351 are not met. If the SEC requests that a tax opinion be prepared and submitted in connection with the preparation and filing of the Registration Statement, (i) each of Acquiror and the Company shall deliver to Troutman Pepper Hamilton Sanders LLP (“Troutman”) customary Tax representation letters satisfactory to Troutman, signed by an authorized officer, and dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by Troutman in connection with the preparation and filing of the Registration Statement, and (ii) Troutman shall render an opinion in connection with the filing of the Registration Statement subject to customary assumptions and limitations, to the effect that the tax disclosure in the Registration Statement reflects the opinion of Troutman (the “Tax Opinion”).”

5. Amendment to Section 6.6 of the Agreement. Section 6.6(b) of the Agreement is hereby deleted in its entirety and Section 6.6(c) shall be amended and restated in its entirety to read as follows:

“(b) The Company shall notify the Acquiror Parties promptly after receipt by the Company or any of its Representatives of any Company Alternative Transaction, any inquiry that would reasonably be expected to lead

to a Company Alternative Transaction, or any request for non-public information of the Company or any Company Group Member related to a Company Alternative Transaction. In such notice, the Company shall identify the third party making any such Company Alternative Transaction, indication or request and provide the details of the material terms and conditions of any such Company Alternative Transaction, indication or request.”

6. Amendment to Section 6.10 of the Agreement. Section 6.10 of the Agreement is hereby deleted in its entirety.

7. Addition of Section 6.22 of the Agreement. The following provision is hereby included as Section 6.22 of the Agreement:

“Section 6.22 Acquiror Alternative Transaction. Notwithstanding anything to the contrary set forth in this Agreement, including Acquiror’s obligations under Article VI (which shall in all cases be qualified by and subject to this Section 6.22), nothing in this Agreement shall prohibit, limit or otherwise restrict the Acquiror Parties or their Representatives from (a) soliciting, initiating, encouraging, facilitating, discussing or negotiating any inquiry, proposal or offer (written or oral) with respect to an Acquiror Alternative Transaction; (b) furnishing or disclosing any non-public information to any Person in connection with, or that would reasonably be expected to lead to, an Acquiror Alternative Transaction; or (c) entering into any Contract or other arrangement or understanding regarding an Acquiror Alternative Transaction.”

8. Amendment to Section 8.1 of the Agreement.

Section 8.1(d) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(d) by Acquiror, if the Transactions shall not have been consummated on or prior to January 14, 2023 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to Acquiror if (i) any Acquiror Party’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the Transactions on or before the Termination Date or (ii) any Proceeding for specific performance to compel the Closing is pending in a court specified in Section 9.16 as of the Termination Date; provided, further that the Termination Date may be extended for successive ninety (90)-day periods by Acquiror in its sole discretion (in which case any references to Termination Date herein shall mean the Termination Date as extended);”

Section 8.1 of the Agreement is hereby amended by deleting “or” at the end of Section 8.1(f), replacing the period at the end of Section 8.1(g) with “;” and adding the following new Section 8.1(h), Section 8.1(i) and Section 8.1(j):

“(h) by Acquiror, if the board of managers (or similar body) of the Company or any other Company Group Member or any Holder approves any plan of liquidation, winding up or reorganization for any Company Group Member or the sale, assignment, transfer, lease, license or other disposition to any Person other than Acquiror or Merger Sub of all or any material portion of the assets or equity of the Company Group, or any Company Group Member enters into any Contract to take or cause to be taken any of the foregoing actions;

(i) by Acquiror, if Blockchain provides notice to any Company Group Member pursuant to that certain Fourth Amended and Restated Credit Agreement, dated October 9, 2022, by and among OpCo, Blockchain, and the other parties thereto, as amended, restated, supplemented or otherwise modified, informing such Company Group Member that the Indebtedness thereunder (x) has been accelerated or (y) will be accelerated and no Company Group Member has an opportunity to cure the breach or breaches causing such acceleration; or

(j) by Acquiror, in order to enter into a binding written definitive agreement providing for the consummation of an Acquiror Alternative Transaction.”

9. Amendment to Section 8.2 of the Agreement. The first sentence of Section 8.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

“In the event of the termination of this Agreement pursuant to Section 8.1, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective

Representatives) with the exception of (a) Section 6.3, this Section 8.2, Section 8.3, Article 9 and Article 1 (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with their respective terms.

10. Addition of Section 8.3 of the Agreement. The following provision is hereby included as Section 8.3 of the Agreement:

“Section 8.3. Termination Fee.

(a)

In the event that:

(i) this Agreement is terminated by Acquiror pursuant to Section 8.1(b), Section 8.1(e), Section 8.1(g), Section 8.1(h) or Section 8.1(i);

(ii) this Agreement is terminated by the Company pursuant to Section 8.1(e); or

(iii) any Company Group Member rejects this Agreement in any bankruptcy, insolvency, reorganization or similar Proceeding;

then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(a), the Company shall pay to Acquiror a nonrefundable termination fee of $50,000,000 (the “Termination Fee”). Any payment of the Termination Fee required to be made pursuant to: (1) Section 8.3(a)(i) shall be made to Acquiror within two (2) Business Days after termination of this Agreement by Acquiror as set forth in Section 8.3(a)(i); (2) Section 8.3(a)(ii) shall be made to Acquiror immediately prior to and as a condition to such termination of this Agreement by the Company as set forth in Section 8.3(a)(ii); and (3) Section 8.3(a)(ii) shall be made to Acquiror (except as otherwise required by applicable Law or the relevant Governmental Entity) immediately upon rejection of this Agreement in the Proceeding described in Section 8.3(a)(ii). All payments under this Section 8.3(a) shall be made by wire transfer of immediately available funds to an account to be designated by Acquiror. Except in the case of Fraud or Willful Breach, in the event that Acquiror receives full payment pursuant to this Section 8.3(a), then, receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Acquiror, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Acquiror, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company Group or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the Transactions or any matters forming the basis for such termination. Notwithstanding the foregoing, nothing in this Section 8.3(a) shall prevent, limit or otherwise restrict the right of Acquiror, Merger Sub or any of their respective Affiliates to bring or maintain any claims arising out of any Company Group Member’s Fraud or Willful Breach and any Termination Fee paid to Acquiror hereunder will be offset against any award for damages given to Acquiror pursuant to any claim for Fraud or Willful Breach.

(b) The Company and Acquiror acknowledge that the agreements contained in Section 8.3(a) are an integral part of the Transactions, and that, without those agreements, the Company, Acquiror and Merger Sub would not enter into this Agreement. Accordingly, if the Company fails to make payment of any amount payable under Section 8.3(a) within the time period specified in Section 8.3(a), as the case may be, and Acquiror commences a Proceeding to collect such amount that results in a judgment against the Company Group, the Company Group shall reimburse Acquiror for its fees and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Proceeding and shall pay interest on the amount of the payment at the prime rate as published in The Wall Street Journal in effect on the date the amount was payable pursuant to Section 8.3(a), with such interest to accrue beginning on the date such amount first was payable pursuant to Section 8.3(a), to the date of payment.”

11. Effectiveness. This Amendment shall be effective as of the date first written above following the execution of this Amendment by the Parties. Any reference in the Agreement to “this Agreement” shall hereafter be deemed to refer to the Agreement as amended by this Amendment.

12. Miscellaneous Terms. The provisions of Article 9 of the Agreement shall apply mutatis mutandis to this Amendment.

13. Full Force and Effect. Except as specifically amended herein, the Parties hereby acknowledge and agree that all of the terms and provisions set forth in the Agreement remain in full force and effect in all respects.

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above.


ADIT EDTECH ACQUISITION CORP.

By:		/s/ David Shrier
Name:		David Shrier
Title:		Chief Executive Officer

ADEX MERGER SUB, LLC

By: Adit EdTech Acquisition Corp., its sole member

By:		/s/ David Shrier
Name:		David Shrier
Title:		Chief Executive Officer

[Signature Page to Second Amendment to Merger Agreement]


GRIID HOLDCO LLC

By:		/s/ James D. Kelly III
Name:		James D. Kelly III
Title:		Chief Executive Officer and President

[Signature Page to Second Amendment to Merger Agreement]

Annex A-4

THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This Third Amendment (this “Amendment”) is made and entered into as of February 8, 2023, by and among Adit EdTech Acquisition Corp., a Delaware corporation (“Acquiror”), ADEX Merger Sub, LLC, a Delaware limited liability company and wholly owned direct subsidiary of Acquiror (“Merger Sub”), and Griid Holdco LLC, a Delaware limited liability company (the “Company” and, together with Acquiror and Merger Sub, the “Parties”).

WHEREAS, the Parties have entered into an Agreement and Plan of Merger, dated as of November 29, 2021 (the “Effective Date”) and amended as of December 23, 2021 and October 17, 2022 (as amended prior to the date hereof, the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.

WHEREAS, the Parties desire to amend the Agreement in accordance with Section 9.3 thereof.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Amendment, the Parties agree as follows:

1. Amendment to Section 1.1 of the Agreement. The definition of “NYSE” is hereby amended and restated in its entirety to read as follows:

““NYSE” means the New York Stock Exchange, Inc. or such other stock exchange on which the shares of Acquiror Common Stock are listed as of the relevant time.”

3. Miscellaneous Terms. The provisions of Article 9 of the Agreement shall apply mutatis mutandis to this Amendment.

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above.


ADIT EDTECH ACQUISITION CORP.

By:		/s/ David Shrier
Name:		David Shrier
Title:		Chief Executive Officer

ADEX MERGER SUB, LLC

By: Adit EdTech Acquisition Corp., its sole member

By:		/s/ David Shrier
Name:		David Shrier
Title:		Chief Executive Officer

[Signature Page to Third Amendment to Merger Agreement]


GRIID HOLDCO LLC

By:		/s/ James D. Kelly III
Name:		James D. Kelly III
Title:		Chief Executive Officer and President

[Signature Page to Third Amendment to Merger Agreement]

Annex B

VOTING AGREEMENT

RECITALS

WHEREAS, all capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement.

Section 1. Agreement to Vote Units.

(i) appear at any such meeting or otherwise cause its Company Units to be counted as present thereat for purposes of calculating a quorum; and

(ii) vote (or cause to be voted) (i) in favor of adoption and approval of the Merger Agreement, the Merger, and any other matters necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, and (ii) against any proposal that conflicts or materially impedes or interferes therewith or would materially adversely affect or materially delay the consummation of the transactions contemplated by the Merger Agreement.

(a) pledge, encumber or create a Lien on any Units or enter into any contract, option, commitment or other arrangement or understanding with respect to the foregoing;

(b) grant any proxies or powers of attorney or enter into a voting agreement or other arrangement with respect to any of such Holder’s Units;

(d) commit or agree to take any of the foregoing actions.

written agreement of the Parties to terminate this Agreement; provided, however, that the provisions of Section 4 (Remedies), Section 6 (Fees and Expenses), Section 7 (Trust Account Waiver), Section 12 (Entire Agreement), Section 18 (Miscellaneous) and Section 19 (Parties Advised by Counsel) of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Section 3. Representations and Warranties of Holders. Each Holder hereby represents and warrants to Parent as follows:

(a) such Holder has the full power and authority to execute and deliver this Agreement and to perform such Holder’s obligations hereunder;

(d) such Holder agrees to promptly notify Parent in writing of any changes or updates to Schedule 1 hereto as it relates to such Holder after the date hereof and prior to the Expiration Date;

(e) such Holder understands that, at the Effective Time, each outstanding Unit shall be converted into the right to receive the Merger Consideration as set forth in the Merger Agreement;

remedy, would occur in the event that any Party does not perform its obligations under this Agreement in accordance with the specific terms hereof or otherwise breaches any provision of this Agreement. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that any other Parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

(a) if to Parent:

Adit EdTech Acquisition Corp.

1345 Avenue of the Americas

33rd Floor

New York, NY 10105

Attention: John D’Agostino

Telephone: [***]

E-mail: [***]

with copies (which shall not constitute notice) to:

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10010

Attention: Jack S. Bodner

Michael J. Riella

Brian K. Rosenzweig

E-mail: jbodner@cov.com

mriella@cov.com

brosenzweig@cov.com

(b) if to a Holder, to the address, facsimile number or email address set forth under such Holder’s signature on the signature page hereto.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.


ADIT EDTECH ACQUISITION CORP.

By:		/s/ David Shrier
		Name: David Shrier
		Title: Chief Executive Officer

[SIGNATURE PAGE TO VOTING AGREEMENT]


HOLDER

GRIID HOLDINGS LLC

By:		/s/ Authorized Signatory
		Authorized Signatory

Address for Notice:

[***]

Email for Notice:

[***]

[SIGNATURE PAGE TO VOTING AGREEMENT]

SCHEDULE 1

Holder

Number of
Units Held

Type

Address

Griid Holdings LLC

8,000,000

Class B

[***]

[SCHEDULE 1 TO VOTING AGREEMENT]

Annex C

FORM OF INVESTOR RIGHTS AGREEMENT

WHEREAS, at the Effective Time, the Griid Units were exchanged for shares of Common Stock pursuant to the Merger Agreement; and

WHEREAS, the Company, the Sponsor and the ADEX Holders desire to terminate the Prior ADEX Agreement pursuant to Section 6.7 thereof to provide for the terms and conditions included herein.

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Addendum Agreement” is defined in Section 6.2.

“Agreement” is defined in the preamble to this Agreement.

“ADEX Holders” is defined in the recitals to this Agreement.

“ADEX Investors” shall mean the investors listed under such caption on Schedule I hereto.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

“Common Stock” is defined in the recitals to this Agreement.

“Closing Date” is the date of the closing of the Merger.

“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“Company” is defined in the preamble to this Agreement.

“Effectiveness Period” is defined in Section 3.1.2.

“Exchange Act” means the Securities Exchange Act of 1934.

“Form S-1” means a Registration Statement on Form S-1.

“Form S-3” means a Registration Statement on Form S-3 or any similar short-form registration that may be available at such time.

“Founder Shares” is defined in the recitals to this Agreement.

“Griid Class A Units” is defined in the recitals to this Agreement.

“Griid Class B Units” is defined in the recitals to this Agreement.

“Griid Class C Units” is defined in the recitals to this Agreement.

“Griid Investors” is defined in the recitals to this Agreement.

“Griid Units” is defined in the recitals to this Agreement.

“Holders” means all Persons who hold one or more Griid Units prior to the Closing Date.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Institutional Accredited Investor” means an institutional “accredited” investor as defined in Rule 501(a) of Regulation D under the Securities Act.

“Investor” is defined in the preamble to this Agreement.

“Investor Indemnified Party” is defined in Section 4.1.

“Merger” is defined in the recitals to this Agreement.

“Merger Agreement” is defined in the recitals to this Agreement.

“New Registration Statement” is defined in Section 2.1.4.

“Notices” is defined in Section 6.3.

“Prior ADEX Agreement” is defined in the preamble to this Agreement.

“Private Placement Warrants” is defined in the recitals to this Agreement.

“QIB” means “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

“Resale Shelf Registration Statement” is defined in Section 2.1.1.

“Rule 415 Notice” is defined in Section 2.14.

“SEC Guidance” is defined in Section 2.1.4.

“Securities Act” means the Securities Act of 1933.

“Transactions” is defined in the recitals to this Agreement.

“Working Capital Warrants” is defined in the recitals to this Agreement.

2. REGISTRATION RIGHTS.

2.1 Resale Shelf Registration Rights.

3. REGISTRATION PROCEDURES.

therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon.

3.1.6 Transfer Agent. The Company shall provide and maintain a transfer agent and registrar for the Registrable Securities.

3.5 Other Obligations.

4. INDEMNIFICATION AND CONTRIBUTION.

4.4 Contribution.

5. UNDERWRITING AND DISTRIBUTION.

6. MISCELLANEOUS.

If to the Company, to:

Attention: [●]

Facsimile: [●]

E-mail: [●]

with a copy (which shall not constitute notice) to:

Troutman Pepper Hamilton Sanders LLP

875 Third Avenue

New York, NY 10022

Attention:

Patrick B. Costello

Steven Khadavi

Joseph Walsh

E-mail:

patrick.costello@troutman.com

steven.khadavi@troutman.com

joseph.walsh@troutman.com;

If to an Investor, to:

6.7 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


GRIID INFRASTRUCTURE INC.

By:
		Name:
		Title:

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

INVESTORS:

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

EXHIBIT A

Addendum Agreement

3. Notice. Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s signature below.


NEW HOLDER:						ACCEPTED AND AGREED:

Print Name:						GRIID INFRASTRUCTURE INC.

By:						By:

SCHEDULE I

ADEX Investors

[●]

Griid Investors

[●]

Annex D

FORM OF SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ADIT EDTECH ACQUISITION CORP.

Pursuant to Sections 242 and 245 of the

Delaware General Corporation Law

Adit EdTech Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its duly authorized officer, hereby certifies as follows:

1. The present name of the Corporation is “Adit EdTech Acquisition Corp.”

2. The Corporation’s original Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 15, 2020.

6. The text of the Amended and Restated Certificate is hereby amended, integrated and restated to read in full as follows:

ARTICLE I

NAME

The name of the corporation is Griid Infrastructure Inc. (the “Corporation”).

ARTICLE II

REGISTERED AGENT

ARTICLE III

PURPOSE

ARTICLE IV

CAPITALIZATION

Section 4.1. Authorized Capital Stock.

Section 4.2. Classes of Shares. The designation, relative rights, preferences and limitations of the shares of each class of stock are as follows:

(a) Common Stock.

(i) Voting Rights.

(4) There shall be no cumulative voting.

ARTICLE V

POWERS OF BOARD OF DIRECTORS

Section 5.2. Bylaws. The Board shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the Bylaws as provided in the Bylaws.

Section 5.4. Number of Directors.

ARTICLE VI

MEETINGS OF STOCKHOLDERS

Section 6.2. Meetings of Stockholders.

ARTICLE VII

LIMITED LIABILITY; INDEMNIFICATION

Section 7.1. Limited Liability. A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Section 7.1 by the stockholders of the Corporation shall not adversely affect any right or protection of a Director with respect to events occurring prior to the time of such repeal or modification.

Section 7.3. Nonexclusivity of Rights. The rights and authority conferred in this Article VII shall not be exclusive of any other right that any Person may otherwise have or hereafter acquire.

ARTICLE VIII

INSOLVENCY, SALE, LEASE OR EXCHANGE OF ASSETS

ARTICLE IX

EXCLUSIVE FORUM

federal district court for the District of Delaware) and any appellate court therefrom shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (a) any derivative claim or action or proceeding brought on behalf of the Corporation, (b) any claim or action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any claim or action asserting a claim against the Corporation, or any current or former director, officer or employee of the Corporation arising pursuant to any provision of the DGCL, this Second Amended and Restated Certificate or the Bylaws of the Corporation (as each may be amended from time to time), (d) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate or the Bylaws of the Corporation (as each may be amended from time to time, including any right, obligation or remedy thereunder); (e) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (f) any action asserting a claim against the Corporation, or any director, officer or employee of the Corporation governed by the internal affairs doctrine or otherwise related to the Corporation’s internal affairs, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. Article IX shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “1933 Act”) or the Securities Exchange Act of 1934, as amended or any other claim for which the federal courts have exclusive jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the 1933 Act.

ARTICLE X

SEVERABILITY

ARTICLE XI

CORPORATE OPPORTUNITY

The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or Directors in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Second Amended and Restated Certificate or in the future. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the Directors or officers of the Corporation unless such corporate opportunity is offered to such Person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.

ARTICLE XII

ADOPTION, AMENDMENT OR REPEAL OF CERTIFICATE OF INCORPORATION

ARTICLE XIII

DEFINITIONS

As used in this Second Amended and Restated Certificate, unless the context otherwise requires or as set forth in another Article or Section of this Second Amended and Restated Certificate, the term:

(b) “Amended and Restated Certificate” is defined in the recitals.

(d) “Bylaws” is defined in Section 5.1.

(e) “Common Stock” is defined in Section 4.1(a).

(g) “Corporation” is defined in the recitals.

(h) “DGCL” is defined in the recitals.

(i) “Director” is defined in Section 5.1.

(j) “Foreign Action” is defined in Section 9.2.

(k) “Foreign Enforcement Action” is defined in Section 9.2.

(l) “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

(m) “Preferred Stock” is defined in Section 4.1(a).

(n) “Preferred Stock Designation” is defined in Section 4.2(b).

(o) “Preferred Stock Director” is defined in Section 5.4(b).

(p) “Second Amended and Restated Certificate” is defined in the recitals.

(q) “1933 Act” is defined in Section 9.1.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate to be signed by its duly authorized officer, as of the [•]th day of [•], 2022.

[Name]

[Title]

[Signature Page to Second Amended and Restated Certificate of Incorporation]

Annex E

GRIID INFRASTRUCTURE INC.

2022 OMNIBUS INCENTIVE COMPENSATION PLAN

Article 1

Effective Date, Objectives and Duration

1.1 Adoption of the Plan. The Board of Directors of Griid Infrastructure Inc., a Delaware corporation (the “Company”), adopted the Griid Infrastructure Inc. 2022 Omnibus Incentive Compensation Plan (the “Plan”) on [ , 2022] (the “Effective Date”), subject to approval by the stockholders of the Company within twelve (12) months after the Board’s adoption of the Plan. Awards, other than Restricted Shares, may be granted on and after the Effective Date; but, no such Awards may be exercised, vested, paid or otherwise settled, or any Shares issued with respect thereto, unless and until the stockholders of the Company approve the Plan within the twelve (12) months after the Board’s adoption of the Plan. Restricted Shares may only be granted if and after the stockholders of the Company approve the Plan.

1.2 Objective of the Plan. The Plan is intended to attract and retain highly qualified persons to serve as employees, consultants and non-employee directors and promote ownership by such employees, consultants and non-employee directors of a greater proprietary interest in the Company, thereby aligning their interests more closely with the interests of the Company’s stockholders.

1.3 Duration of the Plan. The Plan commenced on the date of adoption of the Plan by the Board, subject to approval by the stockholders of the Company within the twelve (12) months after the Board’s adoption of the Plan. If the stockholders of the Company so approve the Plan, the Plan shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Article 17 hereof, until the earlier of 11:59 p.m. (ET) on [ , 2032], or the date all Shares subject to the Plan shall have been issued and the restrictions on all Restricted Shares granted under the Plan shall have lapsed, according to the Plan’s provisions.

Article 2

Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below:

2.1 “409A Award” has the meaning set forth in Section 15.1.

2.2 “5% Exception Limit” has the meaning set forth in Section 5.3.

2.3 “$100,000 Limit” has the meaning set forth in Section 6.4(d).

2.4 “Acquired Entity” has the meaning set forth in Section 5.6(b).

2.5 “Acquired Entity Awards” has the meaning set forth in Section 5.6(b).

2.6 “Affiliate” means any corporation, trade or business or other entity, including but not limited to partnerships, limited liability companies and joint ventures, directly or indirectly controlling, controlled by or under common control with the Company, within the meaning of Section 405 of the Securities Act. Affiliate includes any corporation, trade or business or other entity that becomes such on or after the Effective Date.

2.7 “Applicable Law” means U.S. federal, state and local laws applicable to the Company, any legal or regulatory requirement relating to the Plan, Awards and/or Shares under applicable U.S. federal, state and local laws, the requirements of the NYSE and any other stock exchange or automated quotation system upon which the

Shares are listed or quoted, the Code, and the applicable laws, rules, regulations and requirements of any other country or jurisdiction where Awards are or are to be granted, exercised, vested or settled, as such laws, rules, regulations and requirements shall be in place from time to time.

2.8 “Award” means Options (including Non-Qualified Options and Incentive Stock Options), SARs, Restricted Shares, Performance Units (which may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents and Other Stock-Based Awards granted under the Plan.

2.9 “Award Agreement” means a written agreement entered into by the Company and a Grantee setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Grantee.

2.10 “Beneficiary” means one or more persons or entities that become entitled to receive any amount payable under this Plan after the Grantee’s death. The Grantee’s Beneficiary is the Grantee’s surviving spouse, unless the Grantee designates one or more persons or entities to be the Grantee’s Beneficiary. The Grantee may make, change or revoke a Beneficiary designation at any time before his or her death without the consent of the Grantee’s spouse or anyone the Grantee previously named as a Beneficiary, and the Grantee may designate primary and secondary Beneficiaries. A Beneficiary designation must comply with procedures established by the Committee and must be received by the Committee before the Grantee’s death. If the Grantee dies without a valid Beneficiary designation (as determined by the Committee), and the Grantee has no surviving spouse, the Beneficiary shall be the Grantee’s estate.

2.11 “Board” means the Board of Directors of the Company.

2.12 “Business Combination” has the meaning set forth in Section 2.17(a).

2.13 “Bylaws” means the Company’s bylaws, as amended and/or restated from time to time.

2.14 “Cause” shall have the same definition as under any employment or service agreement between the Company or any Affiliate and the Grantee or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition or words of similar import, “Cause” means, except as otherwise set forth in the Award Agreement, (i) the Grantee’s act or failure to act amounting to gross negligence or willful misconduct to the detriment of the Company or any Affiliate; (ii) the Grantee’s dishonesty, fraud, theft or embezzlement of funds or properties in the course of Grantee’s employment; (iii) the Grantee’s commission of, indictment for, or pleading guilty or confessing to any felony; (iv) the Grantee’s gross neglect of, or prolonged absence from (other than due to Disability and without the written consent of the Company or an Affiliate), Grantee’s duties, (v) the Grantee’s refusal to comply with any lawful directive or policy of the Company or any Affiliate, which refusal is not cured by the Grantee within ten (10) days of such written notice from the Company or Affiliate, (vi) a material breach by the Grantee of any fiduciary duty owed to the Company or any Affiliate, (vii) the Grantee intentionally engaging in any activity that is in conflict with or adverse to the reputation, business or other interests of the Company or any Affiliate or that is reasonably determined to be detrimental to the reputation, business or other interests of the Company or any Affiliate, or (viii) the Grantee’s breach of any restrictive covenant or other agreement with the Company or any Affiliate, including but not limited to, confidentiality covenants, covenants not to compete, non-solicitation covenants and non-disclosure covenants. For purposes of the Plan, the Grantee’s resignation without the Company’s or an Affiliate’s written consent in anticipation of termination of employment for Cause shall constitute a termination of employment for Cause.

2.15 “CEO” means the Chief Executive Officer of the Company.

2.16 “Certificate of Incorporation” means the Company’s certificate of incorporation, as amended and/or restated from time to time.

2.17 “Change in Control” shall be deemed to have occurred upon the first occurrence of an event set forth in any one of the following paragraphs:

(a) The accumulation in any number of related or unrelated transactions (other than an offering of Shares to the general public through a registration statement filed with the Securities and Exchange Commission) by any Person of beneficial ownership (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s voting stock; provided that, for purposes of this subsection (a), a Change in Control will not be deemed to have occurred if the accumulation of more than fifty percent (50%) of the combined voting power of the Company’s voting stock results from any acquisition of voting stock (i) by the Company or any Affiliate, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (iii) by any Person that, prior to the transaction, directly or indirectly, controls, is controlled by, or is under common control with, the Company, or (iv) by any Person pursuant to a merger, consolidation or reorganization involving the Company (a “Business Combination”) that would not cause a Change in Control under subsection (b) below; or

(b) Consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the Persons who were the beneficial owners of voting stock of the Company immediately prior to that Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the Company’s voting stock resulting from that Business Combination (including, without limitation, an entity that as a result of that transaction owns the Company or all or substantially all of the Company’s assets, either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of the voting stock of the Company and (ii) no Person has beneficial ownership of fifty percent (50%) or more of the combined voting power of the Company’s voting stock (including any entity that as the result of that transaction owns the Company or all or substantially all of, the Company’s assets either directly or through one or more subsidiaries); or

(d) A sale or other disposition of all or substantially all of the assets of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above; or

(e) A complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above.

Notwithstanding the foregoing, in the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, there shall not be a Change in Control unless there is a change in the ownership or effective control of the Company, or in a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code where necessary for such Award to comply with Section 409A of the Code.

2.18 “Code” means the Internal Revenue Code of 1986, as amended.

2.19 “Committee” has the meaning set forth in Section 3.1(a).

2.20 “Company” means Griid Infrastructure Inc. (formerly known as Adit EdTech Acquisition Corp.), a Delaware corporation, and any successor thereto by operation of law or otherwise.

2.21 “Compensation Committee” means the compensation committee of the Board.

2.22 “Corporate Transaction” has the meaning set forth in Section 4.2(b).

2.23 “Current Grant” has the meaning set forth in Section 6.4(d).

2.24 “Data” has the meaning set forth in Section 18.22.

2.25 “Deferred Stock” means a right, granted under Article 9, to receive Shares at the end of a specified deferral period.

2.26 “Disability” or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise determined under procedures established by the Committee for purposes of the Plan:

(a) Except as provided in (b) or (c) below, “Disability” or “Disabled” means, for any Grantee, any injury, illness or sickness that qualifies as a long-term disability within the meaning of the Company’s long-term disability program (“LTD Program”) and on account of which such Grantee is entitled to receive LTD Program benefits;

(b) In the case of an Incentive Stock Option or an Award granted in tandem with an Incentive Stock Option, “Disability” and “Disabled” has the meaning under Section 22(e)(3) of the Code; and

(c) In the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, “Disability” and “Disabled” means as defined in regulations under Code Section 409A where necessary for such Award to comply with Section 409A of the Code. For purpose of Code Section 409A, a Grantee will be considered to have incurred a Disability or to be Disabled if: (i) the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Grantee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Grantee’s employer.

2.27 “Disqualifying Disposition” has the meaning set forth in Section 6.4(f).

2.28 “Dividend Equivalent” means a right to receive cash or Shares equal to any dividends or distributions paid on Shares, if and when paid or distributed, on a specified number of Shares, which dividends have a record date on or after the date of grant of the Dividend Equivalents or related Award and before the date Dividend Equivalents or related Award become payable.

2.29 “Dodd-Frank” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

2.30 “DRO” has the meaning set forth in Section 5.4(a).

2.31 “Effective Date” has the meaning set forth in Section 1.1.

2.32 “Eligible Person” means any employee (including any officer) of, non-employee consultant to, or Non-Employee Director of the Company or any Affiliate, or potential employee (including a potential officer) of, potential non-employee consultant to, or potential Non-Employee Director of the Company or an Affiliate; provided, however, that (i) solely with respect to the grant of an Incentive Stock Option, an Eligible Person shall be any employee (including any officer) of the Company or any Subsidiary Corporation and (ii) the Committee may establish additional eligibility criteria for determining an Eligible Person for any Awards granted hereunder. Solely for purposes of Section 5.6(b), current or former employees or Non-Employee Directors of, or non-employee consultants to, an Acquired Entity who receive Substitute Awards in substitution for Acquired Entity Awards shall be considered Eligible Persons under this Plan with respect to such Substitute Awards.

2.33 “ERISA” has the meaning set forth in Section 5.4(a).

2.34 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.

2.35 “Exercise Price” means (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant to such Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which is used to determine the amount, if any, of the payment due to a Grantee upon exercise of the SAR.

2.36 “Fair Market Value” means, unless the Committee determines otherwise, a price that is based on the closing price of a Share reported on the NYSE on the applicable date or on the established stock exchange which is the principal exchange upon which the Shares are traded on the applicable date or, if the Shares are not traded on such date, the immediately preceding trading day. Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a determination of Fair Market Value is required to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share on the applicable date, or if no such trades were made that day then the most recent date on which Shares were so traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation 1.409A-1(b)(5)(iv)(B). The Fair Market Value that the Committee determines shall be final, binding and conclusive on the Company, any Affiliate and each Grantee.

2.37 “FICA” has the meaning set forth in Section 16.1(a).

2.38 “Good Reason” shall have the same definition as under any employment or service agreement between the Company or any Affiliate and the Grantee or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition or words of similar import, “Good Reason” means, except as otherwise set forth in the Award Agreement, without the Grantee’s consent, the following: (a) any action taken by the Company or an Affiliate which results in a material reduction in the Grantee’s authority, duties or responsibilities (except that any change in the foregoing that results solely from (i) the Company ceasing to be a publicly traded entity or from the Company becoming a wholly-owned subsidiary of another publicly traded entity or (ii) any change in the geographic scope of the Grantee’s authority, duties or responsibilities will not, in any event and standing alone, constitute a substantial reduction in the Grantee’s authority, duties or responsibilities); (b) the assignment to the Grantee of duties that are materially inconsistent with Grantee’s authority, duties or responsibilities; (c) any material decrease in the Grantee’s base salary or annual bonus opportunity, except to the extent the Company has instituted a salary or bonus reduction generally applicable to all similar employees of the Company other than in contemplation of or after a Change in Control; or (d) the relocation of the Grantee to any principal place of employment other than that as of the date of grant of the Award, or any requirement that Grantee relocate his or her residence other than to that as of the date of grant of the Award, without the Grantee’s express written consent to either such relocation, which in either event would increase the Grantee’s commute by more than fifty (50) miles; provided, however, this subsection (d) shall not apply in the case of business travel which requires the Grantee to relocate temporarily for periods of ninety (90) days or less. Notwithstanding the above, and without limitation, “Good Reason” shall not include any resignation by the Grantee where Cause for the Grantee’s termination by the Company or an Affiliate exists. The Grantee must give the Company or Affiliate that employs the Grantee notice of any event or condition that would constitute “Good Reason” within thirty (30) days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice the Company or Affiliate that employs the Grantee shall have thirty (30) days to remedy such event or condition. If such event or condition is not remedied within such thirty (30)-day period, any termination of employment by the Grantee for “Good Reason” must occur within thirty (30) days after the period for remedying such condition or event has expired.

2.39 “Grant Date” means the date on which an Award is granted or such later date as specified in advance by the Committee.

2.40 “Grantee” means an Eligible Person to whom an Award has been granted under the Plan.

2.41 “Immediate Family” has the meaning set forth in Section 5.4(c).

2.42 “Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code.

2.43 “Incumbent Board Member” means an individual who either is (a) a member of the Board as of the effective date of the Board’s adoption of this Plan or (b) a member who becomes a member of the Board subsequent to the date of the Board’s adoption of this Plan whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least sixty percent (60%) of the then Incumbent Board Members (either by a specific vote or by approval of the proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

2.44 “LTD Program” has the meaning set forth in Section 2.26(a).

2.45 “Management Committee” has the meaning set forth in Section 3.1(b).

2.46 “More Than Ten Percent (10%) Owner” has the meaning set forth in Section 6.4(b).

2.47 “Net After Tax Receipt” has the meaning set forth in Article 17.

2.48 “Non-Employee Director” means a member of the Board, or the board of directors of an Affiliate, who is not an employee of the Company or any Affiliate.

2.49 “Non-Qualified Stock Option” means an option that is not intended to meet the requirements of Section 422 of the Code.

2.50 “NYSE” means the New York Stock Exchange, Inc.

2.51 “Option” means an option granted under Article 6 of the Plan.

2.52 “Other Plans” has the meaning set forth in Section 6.4(d).

2.53 “Other Stock-Based Award” means a right, granted under Article 12 hereof, that relates to or is valued by reference to Shares or other Awards relating to Shares.

2.54 “Overpayment” has the meaning set forth in Article 17.

2.55 “Parent Corporation” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.56 “Performance-Based Award” means an Award with respect to which the grant, vesting, payment and/or settlement is contingent upon the satisfaction of specified Performance Measures in the specified performance period.

2.57 “Performance Measures” mean one or more performance measures established by the Committee as a requirement for an Award to vest and/or become exercisable or settled. An Award may be contingent upon the Grantee’s continued employment or service in addition to the Performance Measures. In determining if the Performance Measures have been achieved, the Committee will adjust the performance targets in the event of any unbudgeted acquisition, divestiture or other unexpected fundamental change in the business of the Company, an Affiliate or business unit or in any product that is material taken as a whole as appropriate to fairly and equitably determine if the Award is to become exercisable, nonforfeitable and transferable or earned and payable pursuant to the conditions set forth in the Award. Additionally, in determining if such performance conditions have been achieved, the Committee also will adjust the performance targets in the event of any (i) unanticipated

asset write-downs or impairment charges, (ii) litigation or claim judgments or settlements thereof, (iii) changes in tax laws, accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization or restructuring programs, or (v) other extraordinary non-reoccurring items.

2.58 “Performance Share” and “Performance Unit” mean an Award granted as a Performance Share or Performance Unit under Article 10.

2.59 “Period of Restriction” means the period during which Restricted Shares are subject to Forfeiture if the conditions specified in the Award Agreement are not satisfied.

2.60 “Period of Vesting” means the period during which the Award is subject to forfeiture or may not be exercised if the conditions specified in the Award Agreement are not satisfied.

2.61 “Permitted Transferee” has the meaning set forth in Section 5.4(c).

2.62 “Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

2.63 “Plan” means this Griid Infrastructure Inc. 2022 Omnibus Incentive Compensation Plan, in its current form or as hereafter amended.

2.64 “Present Value” has the meaning set forth in Article 17.

2.65 “Prior Grants” has the meaning set forth in Section 6.4(e).

2.66 “Proceeding” has the meaning set forth in Section 18.11.

2.67 “Reduced Amount” has the meaning set forth in Article 17.

2.68 “Restricted Shares” means Shares issued under Article 9 that are both subject to Forfeiture and are nontransferable if the Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares and subject to the Grantee paying the nominal value in cash for each Share to the extent required by the Committee.

2.69 “Restricted Stock Units” are rights, granted under Article 9, to receive Shares if the Grantee satisfies the conditions specified in the Award Agreement applicable to such rights, and subject always to the Grantee paying the nominal value in cash for each such Share to the extent required by the Committee.

2.70 “Retirement” means a Grantee’s Termination of Service on or after attaining such age and/or completing such years of service as the Committee may determine and set forth in an Award Agreement.

2.71 “Returned Shares” has the meaning set forth in Section 4.1.

2.72 “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule.

2.73 “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.

2.74 “SEC” means the United States Securities and Exchange Commission, or any successor thereto.

2.75 “Section 16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee director” under Rule 16b-3.

2.76 “Section 16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.

2.77 “Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder.

2.78 “Separation from Service” means, with respect to any Award that constitutes deferred compensation within the meaning of Code Section 409A, a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).

2.79 “Share” means the common stock, $0.0001 par value per share, of the Company, and, unless the context otherwise requires, such other securities of the Company, as may be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.

2.80 “Stock Appreciation Right” or “SAR” means an Award granted under Article 7 of the Plan.

2.81 “Subsidiary Corporation” means a corporation other than the Company in an unbroken chain of corporations beginning with the Company if, at the time of granting the Award, each of the corporations other than the last corporation in the unbroken chain owns shares or stock possessing fifty percent (50%) or more of the total combined voting power of all classes of shares or stock in one of the other corporations in such chain.

2.82 “Substitute Awards” has the meaning set forth in Section 5.6(b).

2.83 “Surviving Company” means the surviving corporation in any merger or consolidation, involving the Company, including the Company if the Company is the surviving corporation, or the direct or indirect parent company of the Company or such surviving corporation following a sale of substantially all of the outstanding shares or stock of the Company.

2.84 “Tax Date” has the meaning set forth in Section 16.1(a).

2.85 “Tendered Restricted Shares” has the meaning set forth in Section 6.5.

2.86 “Term” of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years.

2.87 “Termination of Service” means (a) that the employee has terminated employment with the Company and its Affiliates, the non-employee consultant is no longer serving as a consultant to the Company or an Affiliate or the Non-Employee Director has ceased being a director of the Company or any Affiliate or (b) when an entity which is employing the employee or non-employee consultant or on whose board of directors the Non-Employee Director is serving, ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, an employee, non-employee consultant or Non-Employee Director of the Company or another Affiliate, at the time such entity ceases to be an Affiliate. In the event an employee, non-employee consultant or Non-Employee Director becomes one of the other categories of Eligible Persons upon the termination of such employee’s employment, such consultant’s consultancy or such Non-Employee Director’s service, unless otherwise determined by the Committee, in its sole discretion, no Termination of Service will be deemed to have occurred until such time as such person is no longer an employee, non-employee consultant or Non-Employee Director. Notwithstanding the foregoing, however, that if an Award constitutes deferred compensation within the meaning of Code Section 409A, Termination of Service with respect to such Award shall mean the Grantee’s Separation from Service to the extent necessary for such Award to comply with Section 409A of the Code.

2.88 “Underpayment” has the meaning set forth in Article 17.

Article 3

Administration

3.1 Committee.

(a) Subject to Article 12 and Section 3.2, the Plan shall be administered by the Compensation Committee or the Board itself if no Compensation Committee exists. Notwithstanding the foregoing, either the Board or the Compensation Committee may at any time and in one or more instances reserve administrative powers to itself as the Committee or exercise any of the administrative powers of the Committee. To the extent the Board or Compensation Committee considers it desirable to comply with Rule 16b-3, the Committee shall consist of two or more directors of the Company, all of whom qualify as “independent directors” within the meaning of the NYSE listing standards and as Section 16 Non-Employee Directors. The number of members of the Committee shall from time to time be increased or decreased, and shall be subject to such conditions, in each case if and to the extent the Board deems it appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3.

(b) The Board or the Compensation Committee may appoint and delegate to another committee (“Management Committee”), or to the CEO, any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who are executive officers or Non-Employee Directors, or who are (or are expected to be) Section 16 Persons at the time any such delegated authority is exercised.

(c) Unless the context requires otherwise, any references herein to “Committee” include references to, the Board or the Compensation Committee to the extent the Board or the Compensation Committee, as applicable, has assumed or exercises administrative powers as the Committee pursuant to subsection (a), and to the Management Committee or the CEO to the extent either has been delegated authority pursuant to subsection (b), as applicable; provided that, (i) for purposes of Awards to Non-Employee Directors, “Committee” shall include only the full Board, and (ii) for purposes of Awards intended to comply with Rule 16b-3, “Committee” shall include only the Compensation Committee.

3.2 Powers of Committee. Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and final authority and sole discretion as follows; provided that any such authority or discretion exercised with respect to a specific Non-Employee Director shall be approved by the affirmative vote of a majority of the members of the Board, even if not a quorum, but excluding the Non-Employee Director with respect to whom such authority or discretion is exercised:

(a) to determine when, to whom and in what types and amounts Awards should be granted;

(b) to grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award;

(c) subject to Section 5.3 below, to determine whether, to what extent and under what circumstances, subject to Applicable Law, (i) an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, (ii) an Award may be accelerated, vested, canceled, forfeited or surrendered, (iii) any terms of the Award may be waived, or (iv) whether to accelerate the exercisability of, or to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time;

(d) to determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee;

(e) subject to Section 3.3 below, to offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;

(f) subject to Section 5.3 below, to provide in the terms of the Award or otherwise for accelerated exercisability or vesting of any Award upon the occurrence of one or more events other than completion of a service period, including without limitation the Grantee’s Retirement, death, Disability or Termination of Service by the Company and its Affiliates without Cause, or termination by the Grantee for Good Reason or a Change in Control;

(g) to construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration of the Plan;

(h) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(i) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(j) with the consent of the Grantee, to amend any such Award Agreement at any time; provided, however, that the consent of the Grantee shall not be required for any amendment (i) which does not materially adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new Applicable Law or change in an existing Applicable Law, or (iii) to the extent the Award Agreement specifically permits amendment without consent;

(k) subject to Section 3.3, to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;

(l) to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;

(m) to adopt rules and/or procedures (including the adoption of any subplan under the Plan) relating to the operation and administration of the Plan to accommodate requirements of state, foreign, and local law and procedures;

(n) to correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan;

(o) to modify, extend or renew an Award, subject to Sections 1.3, 5.3 and 5.9, provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Grantee;

(p) subject to Section 3.3, to provide for the settlement of any Award in cash, Shares or a combination thereof; and

(q) to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any Affiliate the authority, subject to such terms as the Committee shall determine, to perform specified functions under the Plan (subject to Sections 4.3 and 5.7(c)). The Committee may revoke or amend the terms of any delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan and the Committee’s prior delegation.

The Company shall bear all expenses of administering the Plan.

Notwithstanding any provision of the Plan to the contrary, the Committee, in its sole discretion, may modify the terms and conditions of the Plan and/or any Award granted to Grantees outside the United States to comply

with applicable foreign laws or listing requirements of any such foreign stock exchange; and take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign stock exchange. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other securities law or governing statute or any other Applicable Law.

3.3 No Repricings. Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not be amended to reduce the Exercise Price of such Option or SAR, or cancel any outstanding Option or SAR in exchange for other Options or SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or Shares having a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such cancelled Option or SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without stockholder approval; provided, however, that the restrictions set forth in this Section 3.3, shall not apply (i) unless the Company has a class of shares or stock that is registered under Section 12 of the Exchange Act or (ii) to any adjustment allowed under Section 4.2.

Article 4

Shares Subject to the Plan and Maximum Awards

4.1 Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery in connection with Awards under the Plan shall be [ ] Shares. The total number of Shares that may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder shall not exceed [ ].

Shares covered by an Award shall only be counted as used to the extent actually used. A Share issued in connection with an Award under the Plan shall reduce the total number of Shares available for issuance under the Plan by one; provided, however, that, upon settlement of a stock-settled SAR, the total number of Shares available for issuance under the Plan shall be reduced by the gross number of Shares with respect to which the SAR is exercised.

If any Award under the Plan terminates without the delivery of Shares, whether by lapse, forfeiture, cancellation or otherwise, the Shares subject to such Award, to the extent of any such termination, shall again be available for grant under the Plan. Notwithstanding the foregoing, upon the exercise of any Award granted in tandem with any other Award, such related Award shall be cancelled to the extent of the number of Shares as to which the Award is exercised and such number of Shares shall no longer be available for Awards under the Plan. If any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of such Award or the withholding or payment of taxes related thereto or Shares separately surrendered by the Grantee for any such purpose (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. The number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options or other purchase rights granted hereunder. In addition, in the case of any Substitute Award granted in assumption of or in substitution for an Acquired Entity Award, Shares delivered or deliverable in connection with such Substitute Award shall not be counted against the number of Shares reserved under the Plan (to the extent permitted by the rules of the NYSE and any other stock exchange or automated quotation system upon which the Shares are listed or quoted), and available shares of stock under a stockholder-approved plan of an Acquired Entity (as appropriately adjusted to reflect the transaction) also may be used for Awards under the Plan, which shall not reduce the number of Shares otherwise available under the Plan (subject to applicable requirements of the NYSE and any other stock exchange or automated quotation system upon which the Shares are listed or quoted).

Shares may be allotted and issued pursuant to the Plan from the Company’s authorized but unissued share capital, or the reissue of treasury Shares.

The proceeds that the Company receives in connection with Awards granted under the Plan, if any, shall be used for general corporate purposes and shall be added to the general funds of the Company.

4.2 Adjustments in Authorized Shares and Awards; Liquidation, Dissolution or Change in Control.

(a) In the event that the Committee determines that any dividend or other distribution (excluding any ordinary dividend or distribution) (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities of the Company, or other corporate transaction or event affects the Shares, such that any adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (iv) the number and kind of Shares of outstanding Restricted Shares, or the Shares underlying any Award of Restricted Stock Units, Deferred Stock or other outstanding Share-based Award and (v) any other terms and conditions of the Award. Notwithstanding the foregoing, (x) no such adjustment shall be authorized with respect to any Options or SARs to the extent that such adjustment would cause the Option or SAR (determined as if such Option or SAR was an Incentive Stock Option) to violate Section 424(a) of the Code or with respect to any Awards to the extent such adjustment would subject any Grantee to taxation under Section 409A of the Code; and (y) the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(b) In the event of a merger or consolidation of the Company with or into another corporation or a sale of all or substantially all of the shares or stock of the Company or all or substantially all of the assets of the Company, including by way of a court sanctioned compromise or scheme of arrangement, reorganization, merger, combination, purchase, recapitalization, liquidation, or sale, transfer, exchange or other disposition (a “Corporate Transaction”) that results in a Change in Control, unless an outstanding Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award, the Committee shall cancel any outstanding Awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the vesting of the Award is accelerated as described below) and with respect to any vested and nonforfeitable Awards, the Committee shall either (i) allow all Grantees to exercise such Awards in the nature of Options, SARs or other purchase rights to the extent then exercisable or to become exercisable upon the Change in Control within a reasonable period prior to the consummation of the Change in Control and cancel any Awards in the nature of Options, SARs or other purchase rights that remain unexercised upon consummation of the Change in Control, and/or (ii) cancel any or all of such outstanding Awards in exchange for a payment (in cash and/or in securities and/or other property) in an amount equal to the amount that the Grantee would have received (net of the Exercise Price with respect to any Awards in the nature of Options, SARs or other purchase rights) and on the same terms (including without limitation any earn-out, escrow or other deferred consideration provisions) as if such vested Awards were settled or distributed or such Awards in the nature of vested Options, SARs or other purchase rights were exercised immediately prior to the consummation of the Change in Control. Notwithstanding the foregoing, if an Option, SAR or other purchase right is not assumed by the Surviving Company or replaced with an equivalent Award issued by the Surviving Company and the Exercise Price with respect to the outstanding Option, SAR or other purchase right equals or exceeds the amount payable per Share in the Change in Control, such Awards shall be cancelled without any payment to the Grantee.

(c) Immediately prior to consummation of any Corporate Transaction that results in a Change in Control (subject to consummation of the Change in Control), all outstanding Awards will become vested and non-forfeitable, earned and payable and any conditions on any such Award shall lapse, as to all of such Award to the extent then outstanding, including Shares as to which the Award would not otherwise be exercisable or non-forfeitable or earned and payable, unless the outstanding Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award. If the outstanding Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award, then all such outstanding Awards will become vested and non-forfeitable, earned and payable and any conditions on any such Award shall lapse, as to all of such Award to the extent then outstanding, including Shares as to which the Award would not otherwise be exercisable or non-forfeitable or earned and payable, upon the Grantee’s subsequent Retirement, death, Disability, or Termination of Service by the Company and its Affiliates without Cause or by the Grantee for Good Reason, in any such case on or within the two (2) years after the Change in Control.

(d) Notwithstanding the forgoing provisions of this Section 4.2, if an Award constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of such Award shall be made pursuant to Section 4.2(b) or (c), unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company as described in Treasury Regulation Section 1.409A-3(i)(5) and such payment or settlement does not result in a violation of Section 409A of the Code. Additionally, with respect to any Award with respect to which the grant, vesting, payment and/or settlement is contingent upon the satisfaction of specified Performance Measures in the specified performance period and which is not assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award, unless the Award Agreement provides otherwise, the Award shall become vested, and be paid and settled, pursuant to Section 4.2(b) or (c), at target, with the amount prorated based on the number of days in the specified performance period prior to and including the date of the Change in Control over the number of days in the specified performance period. If any such Awards are assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award, unless the Award Agreement provides otherwise, the Award shall be converted into a time-based Award as of the Change in Control at target, subject to the Grantee’s continued employment or other service, and such outstanding Awards will become vested and non-forfeitable, earned and payable and any conditions on any such Award shall lapse, as to all of such Award to the extent then outstanding, including Shares as to which the Award would not otherwise be exercisable or non-forfeitable or earned and payable, upon the Grantee’s subsequent Retirement, death, Disability, or Termination of Service by the Company and its Affiliates without Cause or by the Grantee for Good Reason, in any such case on or within the two (2) years after the Change in Control.

4.3 Individual Award Limits. Except as provided herein or in Section 5.6(b), no Grantee (other than a Non-Employee Director) may be granted in a single calendar year any Awards denoted in Shares as of the date of grant (regardless of whether the Awards will be settled in Shares, cash or other property) with respect to more than [ ] Shares (twice that limit for Awards that are granted to a Grantee (other than a Non-Employee Director) in the calendar year in which the Grantee first commences employment or service) (based on the highest level of performance resulting in the maximum payout), subject to adjustment as provided in Section 4.2(a). The maximum potential value of any Awards denoted in cash or other property as of the date of grant (with the property valued as of the date of grant of the Award) (regardless of whether the Awards will be settled in Shares, cash or other property) that may be granted in any calendar year to any Grantee (other than a Non-Employee Director) shall not exceed [$ ] (twice that limit for Awards that are granted to a Grantee (other than a Non-Employee Director) in the calendar year in which the Grantee first commences employment or service) (based on the highest level of performance resulting in the maximum payout) for all such Awards. Such annual limitations apply to Dividend Equivalents under Article 11 only if such Dividend Equivalents are granted

separately from and not as a feature of another Award (even if that feature is treated as a separate award for other purposes, including Section 409A of the Code). Notwithstanding the foregoing, however, the Committee may make exceptions to the foregoing limits in extraordinary or unusual circumstances as the Committee may determine appropriate.

Article 5

Eligibility and General Conditions of Awards

5.1 Eligibility. The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award; provided, however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion.

5.2 Award Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement and, unless the Committee determines otherwise, such Agreement must be signed, acknowledged and returned by the Grantee to the Company. Unless the Committee determines otherwise, any failure by the Grantee to sign and return the Agreement within such period of time following the granting of the Award as the Committee shall prescribe shall cause such Award to the Grantee to be null and void. By accepting an Award or other benefits under the Plan (including participation in the Plan), each Grantee shall be conclusively deemed to have indicated acceptance and ratification of, and consented to, all provisions of the Plan and the Award Agreement.

5.3 General Terms and Termination of Service. The Committee may impose on any Award or the exercise or settlement thereof, at the date of grant or, subject to the provisions of Section 14.2, thereafter, such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine, including without limitation terms requiring forfeiture or transfer, acceleration or pro-rata acceleration of Awards in the event of a Termination of Service by the Grantee. Awards may be granted for no consideration other than prior and future services save that in no event will Shares subject to an Award be allotted and issued unless the nominal value per Share is paid in cash, to the extent required by Applicable Law. Except as otherwise determined by the Committee pursuant to this Section 5.3 or set forth in an Award Agreement, all Options that have not been exercised, or any other Awards that remain subject to a risk of forfeiture or which are not otherwise vested, or which have outstanding Performance Periods, at the time of a Termination of Service shall be forfeited to the Company. Notwithstanding any other provision of the Plan to the contrary and subject to the immediately following proviso, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted, and performance-based Awards must have a performance period of at least one year; provided, however, that the Committee may grant Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available Shares (the “5% Exception Limit”) authorized for issuance under the Plan (subject to adjustment under Section 4.2). For the avoidance of doubt, the foregoing restriction does not apply to the Committee’s discretion to provide in the terms of the Award or otherwise for accelerated exercisability or vesting of any Award upon the occurrence of one or more events other than completion of a service period, including without limitation the Grantee’s Retirement, death, Disability, Termination of Service by the Company and its Affiliates without Cause or by the Grantee for Good Reason or a Change in Control. Additionally, notwithstanding any other provision of this Plan or any Award Agreement to the contrary, no dividends or Dividend Equivalents shall be paid with respect to any Awards that do not become vested, non-forfeitable or payable under the Plan.

5.4 Nontransferability of Awards.

(a) Each Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible under Applicable Law, by the Grantee’s guardian or legal representative or by a transferee receiving such Award pursuant to a domestic relations order (a “DRO”) as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules thereunder.

(b) No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of descent and distribution (or in the case of Restricted Shares, to the Company) or pursuant to a DRO, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(c) Notwithstanding subsections (a) and (b) above, to the extent provided in the Award Agreement, Awards (other than Incentive Stock Options and corresponding tandem Awards), may be transferred, without consideration, to a Permitted Transferee. For this purpose, a “Permitted Transferee” in respect of any Grantee means any member of the Immediate Family of such Grantee, any trust of which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership (including limited liability companies and similar entities) of which all of the partners or members are such Grantee or members of his or her Immediate Family; and the “Immediate Family” of a Grantee means the Grantee’s spouse, any person sharing the Grantee’s household (other than a tenant or employee), children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents, nieces and nephews. Such Award may be exercised by such transferee in accordance with the terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award, after the death of the Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations deemed necessary or appropriate by the Committee.

(d) Nothing herein shall be construed as requiring the Company or any Affiliate to honor a DRO except to the extent required under Applicable Law.

5.5 Cancellation and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised or other Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan or if the Grantee has a Termination of Service. Additionally, notwithstanding any other provision of the Plan or any Agreement to the contrary, a Grantee shall forfeit any and all rights under an Award if the Grantee incurs a Termination of Service by the Company or any Affiliate for Cause.

5.6 Stand-Alone, Tandem and Substitute Awards.

(a) Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to tax penalties imposed under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan award or benefit, the Committee shall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new Award. Awards granted in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same time as or at a different time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR is granted in tandem with an Incentive Stock Option, such SAR and Incentive Stock Option must have the same Grant Date, Term and the Exercise Price of the SAR may not be less than the Exercise Price of the related Incentive Stock Option.

(b) The Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant Awards under the Plan (“Substitute Awards”) in substitution for share or stock and share or stock-based awards (“Acquired Entity Awards”) held by current or former employees or non-employee directors of, or consultants to, another corporation or entity who become Eligible Persons as the result of a merger or consolidation of the employing corporation or other

entity (the “Acquired Entity”) with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or shares or stock of the Acquired Entity immediately prior to such merger, consolidation or acquisition in order to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Award at such price as the Committee determines necessary to achieve preservation of economic value. The limitations of Sections 4.1 and 4.3 on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Section 5.6(b).

5.7 Deferral of Award Payouts. The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement require the Grantee to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse or waiver of restrictions with respect to Awards, the satisfaction of any requirements or goals with respect to Awards, the lapse or waiver of the deferral period for Awards, or the lapse or waiver of restrictions with respect to Awards. If the Committee permits such deferrals, the Committee shall establish rules and procedures for making such deferral elections and for the payment of such deferrals, which shall conform in form and substance with applicable regulations promulgated under Section 409A of the Code so that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such deferrals. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee as specified in the Award Agreement or pursuant to the Grantee’s deferral election.

5.8 Extension of Term of Award.

(a) Notwithstanding any provision of the Plan providing for the maximum term of an Award, in the event any Award would expire prior to exercise, vesting or settlement because trading in Shares is prohibited by law or by any insider trading policy of the Company, the Committee may extend the term of the Award (or provide for such in the applicable Award Agreement) until thirty (30) days after the expiration of any such prohibitions to permit the Grantee to realize the value of the Award, provided such extension (i) is permitted by law, (ii) does not violate Code Section 409A with respect to any Award, and (iii) does not otherwise adversely impact the tax consequences of the Award (such as with respect to incentive stock options and related Awards).

(b) This Section 5.8(b) applies to an Option or SAR if (i) the Grantee to whom the Option or SAR was granted remains in the continuous employment or service of the Company or an Affiliate from the date the Option or SAR was granted until the expiration date of such Option or SAR, (ii) on the expiration date the Fair Market Value of a share exceeds the exercise price of the Option or SAR, (iii) the Option or SAR has become exercisable on or before the expiration date and (iv) the term of the Option or SAR will not be extended as described above. In that event, subject to Sections 3.1(a), 5.8(a), 5.9, and 6.5 in all respects, each Option or SAR to which this Section 5.9(b) applies shall be exercised automatically on the expiration date to the extent that it is outstanding and unexercised on such date. An Option that is exercised pursuant to this Section 5.9(b) shall result in the issuance to the Grantee of that number of whole Shares that have a Fair Market Value that most nearly equals, but does not exceed, the excess of the Fair Market Value of a Share on the expiration date over the Option exercise price multiplied by the number of Shares subject to the exercisable portion of the Option. A SAR that is exercised pursuant to this Section 5.9(b) shall be settled in accordance with its terms on the expiration date.

5.9 Conditions on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and rules and regulations of the NYSE and any other stock exchange or automated quotation system upon which the Shares are listed or quoted, and (iii) the Grantee has executed and delivered to the Company such representations or agreements as the Committee deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Committee determines is

necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

Article 6

Stock Options

6.1 Grant of Options. Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.

6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable, whether the Option is intended to be a Non-Qualified Stock Option or an Incentive Stock Option and such other provisions as the Committee shall determine. Except as otherwise set forth in Section 5.6(b) above, no Option shall have a term of more than ten (10) years after its Grant Date, subject to earlier termination as provided herein or in the applicable Award Agreement. No Option may be exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law. No dividend rights or Dividend Equivalents may be granted in conjunction with any grant of Options.

6.3 Option Exercise Price. The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Committee but may not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date (except as otherwise set forth in Section 5.6(b) above) and shall not be less than the nominal value per Share if required by Applicable Law.

6.4 Grant of Incentive Stock Options. At the time of the grant of any Option, the Committee may in its discretion designate that such Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. An Option designated as an Incentive Stock Option:

(a) shall be granted only to an employee of the Company, a Parent Corporation or a Subsidiary Corporation;

(b) shall have an Exercise Price of not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, and, if granted to a person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or any Subsidiary Corporation (a “More Than Ten Percent (10%) Owner”), have an Exercise Price not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on its Grant Date;

(c) shall be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be subject to earlier termination as provided herein or in the applicable Award Agreement;

(d) shall not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether granted under the Plan or any other stock option plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other Plans”)) are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the “$100,000 Limit”);

(e) shall, if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;

(f) shall require the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions) (“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;

(g) shall by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Grantee’s death; and

(h) shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d) and (e) above, as an Option that is not an Incentive Stock Option.

Notwithstanding the foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.

6.5 Payment of Exercise Price. Except as otherwise provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means:

(a) cash, personal check, cash equivalent or wire transfer;

(b) subject to Applicable Law and with the approval of the Committee, by delivery of Shares owned by the Grantee prior to exercise, valued at their Fair Market Value on the date of exercise;

(c) subject to Applicable Law and with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at their Fair Market Value on the date of exercise;

(d) subject to Applicable Law and with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, each such share valued at the Fair Market Value of a Share on the date of exercise; or

(e) subject to Applicable Law (including the prohibited loan provisions of Section 402 of Sarbanes-Oxley), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise.

The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Article 7

Stock Appreciation Rights

7.1 Issuance. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted in connection with a specific Option granted under

Article 6. The Committee may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate. No dividend rights or Dividend Equivalents may be granted in conjunction with any grant of SARs.

7.2 Award Agreements. Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee. Except as otherwise set forth in Section 5.6(b) above, no SAR shall have a term of more than ten (10) years after its Grant Date, subject to earlier termination as provided herein or in the applicable Award Agreement. No SAR may be exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law.

7.3 SAR Exercise Price. The Exercise Price of a SAR shall be determined by the Committee in its sole discretion; provided that, except as otherwise set forth in Section 5.6(b), the Exercise Price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of the grant of the SAR (or the exercise price of the related Option if granted in tandem therewith).

7.4 Exercise and Payment. Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying (a) the excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by (b) the number of Shares with respect to which the SAR is exercised. SARs shall be deemed exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Secretary of the Company. The Company shall make payment in respect of any SAR within thirty (30) days of the date the SAR is exercised, unless the Award Agreement specifically provides otherwise. Any payment by the Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine.

7.5 Grant Limitations. The Committee may at any time impose any other limitations upon the exercise of SARs which, in the Committee’s sole discretion, are necessary or desirable in order for Grantees to qualify for an exemption from Section 16(b) of the Exchange Act.

Article 8

Restricted Shares

8.1 Grant of Restricted Shares. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.

8.2 Award Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions based upon the achievement of specific time-based restrictions, Performance Measures, time-based restrictions on vesting following the attainment of the Performance Measures, and/or restrictions under Applicable Law.

8.3 Consideration for Restricted Shares. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares provided that it shall be no less than the nominal value per Restricted Share if required to be paid by Applicable Law.

8.4 Effect of Forfeiture. If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or acquired such Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share on the date of such forfeiture. The Company shall pay to the Grantee the deemed sale price as soon as is administratively practical. Such Restricted Shares

shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as a stockholder of the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company’s tender of payment for such Restricted Shares.

8.5 Voting and Dividend Equivalent Rights Attributable to Restricted Shares. A Grantee awarded Restricted Shares will have all voting rights with respect to such Restricted Shares. Unless the Committee determines and sets forth in the Award Agreement that Grantee will not be entitled to receive any dividends with respect to such Restricted Shares, a Grantee will have the right to receive all dividends in respect of such Restricted Shares, which dividends shall be either deemed reinvested in additional shares of Restricted Shares, which shall remain subject to the same forfeiture conditions applicable to the Restricted Shares to which such dividends relate, or paid in cash if and at the time the Restricted Shares are no longer subject to forfeiture, as the Committee shall set forth in the Award Agreement. No dividends may be paid with respect to Restricted Shares that are Forfeited.

8.6 Escrow; Legends. The Committee may provide that the certificates for any Restricted Shares if certificated (x) shall be held (together with a stock transfer form executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become non-Forfeitable or are Forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any Restricted Shares become nonforfeitable, the Company shall cause certificates for such shares to be delivered without such legend.

Article 9

Deferred Stock and Restricted Stock Units

9.1 Grant of Deferred Stock and Restricted Stock Units. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount and upon such terms as the Committee shall determine. Deferred Stock must conform in form and substance with applicable regulations promulgated under Section 409A of the Code and with Article 14 to ensure that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such Deferred Stock.

9.2 Vesting and Delivery.

(a) Delivery of Shares subject to a Deferred Stock grant will occur upon expiration of the deferral period or upon the occurrence of one or more of the distribution events described in Section 409A of the Code as specified by the Committee in the Grantee’s Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject to such substantial risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Service while the Deferred Stock remains subject to a substantial risk of forfeiture, such Deferred Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of Service due to Retirement, death, Disability, or involuntary termination by the Company or an Affiliate without Cause or termination by the Grantee for Good Reason.

(b) Unless specified otherwise by the Committee in the Grantee’s Award Agreement for the Award of Restricted Stock Units, delivery of Shares subject to a grant of Restricted Stock Units shall occur no later than the 15th day of the third month following the end of the taxable year of the Grantee or the fiscal year of the Company in which the Grantee’s rights under such Restricted Stock Units are no longer subject to a substantial risk of forfeiture as defined in final regulations under Section 409A of the Code. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Service while the Restricted Stock Units remain subject to a substantial risk of forfeiture, such Restricted Stock Units shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event

of the Grantee’s Termination of Service due to Retirement, death, Disability, or involuntary termination by the Company or an Affiliate without Cause or termination by the Grantee for Good Reason; provided that any such determination shall be made in accordance with Code section 409A.

9.3 Voting and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units. A Grantee awarded Deferred Stock or Restricted Stock Units will have no voting rights with respect to such Deferred Stock or Restricted Stock Units prior to the delivery of Shares in settlement of such Deferred Stock and/or Restricted Stock Units. Unless the Committee determines and sets forth in the Award Agreement that a Grantee will not be entitled to receive any such Dividend Equivalents with respect to such Deferred Stock or Restricted Stock Units, the Grantee will have the right to receive Dividend Equivalents in respect of Deferred Stock and/or Restricted Stock Units, which Dividend Equivalents shall be either deemed reinvested in additional Shares of Deferred Stock or Restricted Stock Units, as applicable, which shall remain subject to the same forfeiture conditions applicable to the Deferred Stock or Restricted Stock Units to which such Dividend Equivalents relate, or paid in cash if and at the time the Deferred Stock or Restricted Stock Units are no longer subject to forfeiture and deliverable, as the Committee shall set forth in the Award Agreement. No Dividend Equivalents may be paid on Deferred Stock or Restricted Stock Units that are Forfeited.

Article 10

Performance Units and Performance Shares

10.1 Grant of Performance Units and Performance Shares. Subject to and consistent with the provisions of the Plan, Performance Units or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

10.2 Value/Performance Goals. The Committee shall set Performance Measures in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee.

10.3 Earning of Performance Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by the Committee.

At the discretion of the Committee, the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some combination thereof, as set forth in the Award Agreement provided that if it is to be in Shares, issuance of the Shares shall be subject to payment by the Grantee in cash of the nominal value for each Share so issued to the extent required by Applicable Law.

If a Grantee is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent the Committee determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Committee may adjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.

Unless the Committee determines and sets forth in the Award Agreement that a Grantee will not be entitled to vote or receive any dividends or Dividend Equivalents declared with respect to Shares deliverable in connection with grants of Performance Units or Performance Shares, the Grantee shall have the right to vote the Shares in respect of such Performance Shares and the right to receive any dividends or Dividend Equivalents in respect of such Performance Units and Performance Shares, which dividends and Dividend Equivalents shall either be deemed reinvested in additional Shares of Performance Units or Performance Shares, as applicable, which shall remain subject to the same forfeiture conditions applicable to the Performance Units or Performance Shares to which such dividends and Dividend Equivalents relate, or paid in cash if and at the time the Performance Units or Performance

Shares are payable and/or no longer subject to forfeiture, as the Committee shall set forth in the Award Agreement. No dividends or Dividend Equivalents may be paid on Performance Units or Performance Shares that are forfeited.

Article 11

Dividend Equivalents

The Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards; provided, however, that no Dividend Equivalents may be granted in conjunction with any grant of Options or SARs, and no Dividend Equivalents may be paid on any Awards unless and until the Awards become vested, nonforfeitable and/or payable. The Committee may provide that Dividend Equivalents not paid in connection with an Award shall either be (i) paid or distributed in cash when the Dividend Equivalents or Awards to which such Dividend Equivalents relate become vested, nonforfeitable and/or payable or (ii) deemed to have been reinvested in additional Dividends Equivalents or Awards.

Article 12

Other Stock-Based Awards

The Committee is authorized, subject to limitations under Applicable Law, to grant such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of or the performance of specified Affiliates. Subject to and consistent with the provisions of the Plan, the Committee shall determine the terms and conditions of such Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted under this Article 12 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards or other property, as the Committee shall determine.

Article 13

Non-Employee Director Awards

Subject to the terms of the Plan, the Committee may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time and from time to time as shall be determined by the Committee in its sole discretion. Except as otherwise provided in Section 5.6(b), a Non-Employee Director may not be granted Awards during any single calendar year that, taken together with any cash fees paid to such Non-Employee Director during such calendar year in respect of the Non-Employee Director’s service as a member of the Board during such year, exceeds [$ ] in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial accounting purposes).

Article 14

Amendment, Modification, and Termination

14.1 Amendment, Modification, and Termination. Subject to Section 14.2, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that (a) any amendment or alteration shall be subject to the approval of the Company’s stockholders if such stockholder approval is required by any Applicable Law, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations to stockholders for approval.

14.2 Awards Previously Granted. Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination, amendment, or modification of the Plan shall materially adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Grantee of such Award. Notwithstanding the foregoing, the Board reserves the authority to terminate a 409A Award granted under the Plan in return for payment of the vested portion of the 409A Award provided the termination and payment satisfies the rules under Section 409A of the Code.

Article 15

Compliance with Code Section 409A

15.1 Awards Subject to Code Section 409A. The provisions of this Article 15 and Section 409A of the Code shall apply to any Award or portion thereof that is or becomes deferred compensation subject to Code Section 409A (a “409A Award”), notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award to the extent required for the Award to comply with Section 409A of the Code.

15.2 Distributions. Except as otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Award may commence earlier than (i) Separation from Service; (ii) the date the Grantee becomes Disabled (as defined in Section 2.28(b)); (iii) the date of the Grantee’s death; (iv) a specified time (or pursuant to a fixed schedule) that is either (a) specified by the Committee upon the grant of the Award and set forth in the Award Agreement or (b) specified by the Grantee in an Election complying with the requirements of Section 409A of the Code; or (vi) a change in control of the Company within the meaning of Treasury Regulation Section 1.409A-3(h)(5).

15.3 Six-Month Delay. Notwithstanding anything herein or in any Award Agreement or election to the contrary, to the extent that distribution of a 409A Award is triggered by a Grantee’s Separation from Service, if the Grantee is then a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), no distribution may be made before the date which is six (6) months after such Grantee’s Separation from Service, or, if earlier, the date of the Grantee’s death, to the extent required to comply with Code Section 409A.

15.4 Short-Term Deferral. If an Award Agreement does not specify a payment date, payment of the Award will be made no later than the 15th day of the third month following the end of the taxable year of the Grantee during which the Grantee’s right to payment is no longer subject to a substantial risk of forfeiture under Section 409A of the Code. All rights to payments and benefits under an Award shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Article 16

Withholding

16.1 Required Withholding.

(a) The Committee in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit or right occurs hereinafter referred to as the “Tax Date”), the Grantee may elect to make payment for the withholding of federal, state and local taxes, including Social Security and Medicare (“FICA”) taxes by one or a combination of the following methods:

(i) payment of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer to whom the Grantee has submitted irrevocable instructions to deliver promptly to the Company, the amount to be withheld);

(ii) delivering part or all of the amount to be withheld in the form of Shares valued at their Fair Market Value on the Tax Date;

(iii) requesting the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of restrictions on Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or

(iv) withholding from any other compensation otherwise due to the Grantee.

The Committee in its sole discretion may provide that the maximum amount of tax withholding upon exercise of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall not exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law that will not result in adverse financial accounting consequences with respect to such Awards and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity. An election by Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding or surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding requirements.

(b) Notwithstanding the foregoing, any Grantee who makes a Disqualifying Disposition or an election under Section 83(b) of the Code shall remit to the Company an amount, if any, sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection (a) (other than (a)(iii) above).

16.2 Notification under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter, prohibit a Grantee from making the election described above.

Article 17

Limitation on Benefits

Despite any other provisions of this Plan to the contrary, if the receipt of any payments or benefits under this Plan, alone or in combination with any other payments or distributions under any other plan, agreement or arrangement, would subject a Grantee to tax under Code Section 4999, the Committee may determine whether some amount of such payments or benefits would meet the definition of a “Reduced Amount.” If the Committee determines that there is a Reduced Amount, the total payments or benefits to the Grantee under all Awards must be reduced to such Reduced Amount, but not below zero, with the amounts to be reduced so as to maximize the aggregate Net After Tax Receipts to the Grantee; provided, that, notwithstanding the foregoing, payments or benefits that are not subject to Section 409A of the Code shall be reduced before any payment or benefits that are subject to Section 409A of the Code and all such reductions shall comply with Section 409A of the Code with respect to any amounts subject to Section 409A of the Code. If the Committee determines that the benefits and payments must be reduced to the Reduced Amount, the Company must promptly notify the Grantee of that determination, with a copy of the detailed calculations by the Committee. All determinations of the Committee under this Article 17 are final, conclusive and binding upon the Company and the Grantee. It is the intention of the Company and the Grantee to reduce the payments under this Plan only if the aggregate Net After Tax Receipts to the Grantee would thereby be increased. As result of the uncertainty in the application of Code Section 4999 at the

time of the initial determination by the Committee under this Article 17, however, it is possible that amounts will have been paid under the Plan to or for the benefit of a Grantee which should not have been so paid (“Overpayment”) or that additional amounts which will not have been paid under the Plan to or for the benefit of a Grantee could have been so paid (“Underpayment”), in each case consistent with the calculation of the Reduced Amount. If the Committee, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Grantee, which the Committee believes has a high probability of success, or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated for all purposes as a loan, to the extent permitted by Applicable Law, which the Grantee must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided, however, that no such loan may be deemed to have been made and no amount shall be payable by the Grantee to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Grantee is subject to tax under Code Sections 1, 3101 or 4999 or generate a refund of such taxes. If the Committee, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Committee must promptly notify the Company of the amount of the Underpayment, which then shall be paid promptly to the Grantee but no later than the end of the Grantee’s taxable year next following the Grantee’s taxable year in which the determination is made that the underpayment has occurred. For purposes of this Article 17, (i) “Net After Tax Receipt” means the Present Value of payments and benefits under this Plan and any other plan, agreement or arrangement, net of all taxes imposed on Grantee with respect thereto under Code Sections 1, 3101 and 4999, determined by applying the highest marginal rate under Code Section 1 which applies to the Grantee’s taxable income for the applicable taxable year; (ii) “Present Value” means the value determined in accordance with Code Section 280G(d)(4) and (iii) “Reduced Amount” means the smallest aggregate amount of all payments and benefits under this Plan and any other plan, agreement or arrangement, which (a) is less than the sum of all such payments and benefits under this Plan and any other plan, agreement or arrangement, and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate payments and benefits under this Plan and any other plan, agreement or arrangement, were any other amount less than the sum of all payments and benefits to be made under this Plan. Any reduction of payments or benefits pursuant to this Article 17 shall be made in the following order (first against any such items that are not subject to Section 409A of the Code): (i) first against any cash compensation in order of the latest amounts to be paid and otherwise on a pro rata basis, (ii) second against any benefits otherwise payable in order of the latest amounts to be delivered and otherwise on a pro rata basis; and (iii) third against any equity or related awards in order of the latest amounts to be settled and otherwise on a pro rata basis.

Article 18

Additional Provisions

18.1 Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.

18.2 Severability. If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

18.3 Requirements of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all Applicable Laws, rules, and regulations, and to such approvals by any governmental agencies or the NYSE and any other stock exchange or automated quotation system upon which the Shares are listed or quoted as may be required. Notwithstanding any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the Company (and any Affiliate) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee or the Company of any Applicable Law or regulation.

18.4 Securities Law Compliance.

(a) If the Committee deems it necessary to comply with any Applicable Law, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the date of the final prospectus or prospectus supplement relating to an underwritten public offering as the Company or such underwriter shall specify reasonably and in good faith. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, the NYSE and any other stock exchange or automated quotation system upon which the Shares are listed or quoted, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required.

(b) If the Committee determines that the exercise or non-forfeitability of, or delivery of benefits pursuant to, any Award would violate any Applicable Law or result in the imposition of excise taxes on the Company or its Affiliates under the statutes, rules or regulations of any applicable jurisdiction, then the Committee may postpone any such exercise, non-forfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, non-forfeitability or delivery to comply with all such provisions at the earliest practicable date.

(c) The Committee may require each Grantee receiving Shares pursuant to an Award under the Plan to represent to and agree with the Company in writing that the Grantee is acquiring the Shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, the NYSE and any other stock exchange or automated quotation system upon which the Shares are listed or quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(d) A Grantee shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

18.5 Awards Subject to Share Retention Guidelines and Claw-Back Policies. Notwithstanding any provisions herein to the contrary, (i) Shares acquired by a Grantee under the Plan upon the exercise, payment or settlement of an Award shall be subject to the terms of any Share retention guidelines currently in effect or subsequently adopted by the Board and (ii) all Awards granted hereunder shall be subject to the terms of any recoupment policy currently in effect or subsequently adopted by the Board to implement Section 304 of Sarbanes-Oxley, Dodd-Frank or Section 10D of the Exchange Act (or with any amendment or modification of such recoupment policy adopted by the Board) to the extent that such Award (whether or not previously exercised or settled) or the value of such Award is required to be returned to the Company pursuant to the terms of such recoupment policy.

18.6 No Rights as a Stockholder. Unless otherwise determined by the Committee and set forth in the Award Agreement, no Grantee shall have any rights as a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such Shares have been delivered to him or her. Restricted Shares, whether held by a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except as

otherwise provided in the Plan or Award Agreement. At the time of grant of an Award, the Committee will require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Awards. Stock dividends and deferred cash dividends issued with respect to Awards shall be subject to the same restrictions and other terms as apply to the Awards with respect to which such dividends are issued. The Committee may in its discretion provide for payment of interest on deferred cash dividends.

18.7 Employee Status. If the terms of any Award provide that it may be exercised or paid only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service. For purposes of the Plan, employment and continued service shall be deemed to exist between the Grantee and the Company and/or an Affiliate if, at the time of the determination, the Grantee is a director, officer, employee, consultant or advisor of the Company or an Affiliate. A Grantee on military leave, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of leave does not exceed three months, or, if longer, so long as the individual’s right to re-employment with the Company or any of its Affiliates is guaranteed either by statute, agreement or contract. If the period of leave exceeds three months, and the individual’s right to re-employment is not guaranteed by statute, agreement or contract, the employment shall be deemed to be terminated on the first day after the end of such three-month period. Except as may otherwise be expressly provided in an Agreement, Awards granted to a director, officer, employee, consultant or adviser shall not be affected by any change in the status of the Grantee so long as the Grantee continues to be a director, officer, employee, consultant or advisor to the Company or any of its Affiliates (regardless of having changed from one to the other or having been transferred from one entity to another). The Grantee’s employment or continued service shall not be considered interrupted in the event the Committee, in its discretion and as specified at or prior to such occurrence, determines there is no interruption in the case of a spin-off, sale or disposition of the Grantee’s employer from the Company or an Affiliate, except that if the Committee does not otherwise specify such at or prior to such occurrence, the Grantee will be deemed to have a termination of employment or continuous service to the extent the Affiliate that employs the Grantee is no longer the Company or an entity that qualifies as an Affiliate. With respect to any Award constituting deferred compensation with the meaning of Code Section 409A, nothing in this Section 18.7 shall be interpreted to modify the definition of Separation from Service.

18.8 Nature of Payments. Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between (i) the Company or any Affiliate and (ii) the Grantee, except as such agreement shall otherwise expressly provide.

18.9 Non-Exclusivity of Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees or Non-Employee Directors as it may deem desirable.

18.10 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware, other than its laws respecting choice of law, to the extent not preempted by federal law.

18.11 Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the State of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Grantee shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any

judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the State of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Grantee may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Grantee, at the Grantee’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

18.12 Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give any such Grantee any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines.

18.13 Participation. No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.

18.14 Military Service. To the extent required by Applicable Law, Awards shall be administered in accordance with Section 414(u) of the Code and the Uniformed Services Employment and Reemployment Rights Act of 1994.

18.15 Construction. The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive, and (b) words in the singular include the plural and words in the plural include the singular.

18.16 Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation unless such retirement or other benefit specifically provides that an Award shall be counted as compensation for purposes of such plan.

18.17 Death/Disability. The Committee may in its discretion require the transferee of a Grantee to supply it with written notice of the Grantee’s death or Disability and to supply it with a copy of the will (in the case of the Grantee’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan and the particular Award.

18.18 Headings. The headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

18.19 Obligations. Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property pursuant to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation to deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.

18.20 No Right to Continue in Service or Employment. Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director the right to continue to serve as a director of the Company. Nothing contained in the Plan or any Agreement shall confer upon any Grantee any right with respect to the continuation of employment or service by the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or service or to increase or decrease the compensation of the Grantee.

18.21 Payment on Behalf of Grantee or Beneficiary.

(a) If the Grantee is incompetent to handle Grantee’s affairs at the time the Grantee is eligible to receive a payment from the Plan, the Committee will make payment to the Grantee’s court-appointed personal representative or, if none, the Committee, in its sole discretion, may make payment to the Grantee’s duly appointed guardian, legal representative, next-of-kin or attorney-in-fact for the benefit of the Grantee.

(b) If the Beneficiary of a deceased Grantee is a minor or is legally incompetent, the Committee will make payment to the Beneficiary’s court-appointed guardian or personal representative or to a trust established for the benefit of the Beneficiary, or if no such guardian, representative or trust exists, the Committee, in its sole discretion, may make payment to the Beneficiary’s surviving parent or his or her next-of-kin for the benefit of the Beneficiary.

(c) If the Committee for any reason considers it improper to direct any payment as specified in this Section 18.21, the Committee may request a court of appropriate jurisdiction to determine the appropriate payee.

(d) Any payment made by the Committee pursuant to this Section 18.21 shall be in full satisfaction of all liability of the Plan, the Company and its Affiliates with respect to any benefit due a Grantee or a Grantee’s Beneficiary under this Plan.

18.22 Data Privacy. As a condition for receiving an Award, each Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among the Company and its Affiliates exclusively for implementing, administering and managing the Grantee’s participation in the Plan. The Company and its Affiliates may hold certain personal information about a Grantee, including the Grantee’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Grantee’s participation in the Plan, and the Company and its Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Grantee’s country, or elsewhere, and the Grantee’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Grantee authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Grantee’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Grantee may elect to deposit any Shares. The Data related to a Grantee will be held only as long as necessary to implement, administer, and manage the Grantee’s participation in the Plan. A Grantee may, at any time, view the Data that the Company holds regarding such Grantee, request additional information about the storage and processing of the Data regarding such Grantee, recommend any necessary corrections to the Data regarding the Grantee or refuse or withdraw the consents in this Section 18.22 in writing, without cost, by contacting the local human resources representative. The Company may cancel Grantee’s ability to participate in the Plan and, in the Committee’s discretion, the Grantee may forfeit any outstanding Awards if the Grantee refuses or withdraws the consents in this Section 18.22. For more information on the consequences of refusing or withdrawing consent, Grantees may contact their local human resources representative.

18.23 Miscellaneous.

(a) No person shall have any claim or right to receive an Award hereunder. The Committee’s granting of an Award to a Grantee at any time shall neither require the Committee to grant any other Award to such Grantee or other person at any time or preclude the Committee from making subsequent grants to such Grantee or any other person.

(b) Nothing contained herein prohibits the Grantee from: (1) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the SEC. The Grantee does not need prior authorization from the Company to make any such reports or disclosures, and is not required to notify the Company about such disclosures.

(c) Agreements evidencing Awards under the Plan shall contain such other terms and conditions, not inconsistent with the Plan, as the Committee may determine in its sole discretion, including penalties for the commission of competitive acts or other actions detrimental to the Company. Notwithstanding any other provision hereof, the Committee shall have the right at any time to deny or delay a Grantee’s exercise of Options or the settlement of an Award if such Grantee is reasonably believed by the Committee (i) to be engaged in material conduct adversely affecting the Company or (ii) to be contemplating such conduct, unless and until the Committee shall have received reasonable assurance that the Grantee is not engaged in, and is not contemplating, such material conduct adverse to the interests of the Company.

(d) Grantees are and at all times shall remain subject to the securities trading policies adopted by the Company from time to time throughout the period of time during which they may exercise Options, SARs or sell Shares acquired pursuant to the Plan.

(e) Notwithstanding any other provision of this Plan, (i) the Company shall not be obliged to issue any shares pursuant to an Award unless at least the par value of such newly issued share has been fully paid in advance to the extent required by Applicable Law (which requirement may mean the holder of an Award is obliged to make such payment) and (ii) the Company shall not be obliged to issue or deliver any shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

(f) The Committee has no obligation to search for the whereabouts of any Grantee or Beneficiary if the location of such Grantee or Beneficiary are not made known to the Committee.

Annex F

LOGO

November 29, 2021

Board of Directors

Adit EdTech Acquisition Corp.

1345 Avenue of the Americas, 33rd Floor

New York, NY 10105

Members of the Board of Directors:

You have requested that Lincoln International LLC (“Lincoln”) render an opinion (the “Opinion”) as to the fairness, from a financial point of view, to Adit EdTech Acquisition Corp. (the “Acquiror”) of the Merger Consideration (as defined below) to be issued by the Acquiror in the proposed transaction (the “Proposed Transaction”) described below.

Background of the Proposed Transaction

We understand that the Acquiror proposes to enter into an Agreement and Plan of Merger (the “Merger Agreement”) with Griid Holdco LLC (“Griid”) and ADEX Merger Sub, LLC, a wholly owned subsidiary of the Acquiror (“Merger Sub”). Pursuant to the Merger Agreement, the Merger Sub will be merged with and into Griid with Griid being the surviving company (the “Merger”). Upon consummation of the Merger, the separate limited liability company existence of Merger Sub shall cease and Griid, as the surviving company of the Merger (the “Surviving Company”), shall continue its limited liability company existence as a wholly owned subsidiary of Acquiror.

As a result of the Merger, each outstanding unit of equity in Griid will be converted into the right to receive a proportionate share of the Merger Consideration, which consists of 308,100,000 shares of common stock in the Acquiror.

Lincoln compared the implied enterprise value of Griid (the “Transaction Enterprise Value”) from the Proposed Transaction to the concluded enterprise value range from our analysis to determine whether the Merger Consideration to be issued by the Acquiror in the Proposed Transaction is fair from a financial point of view to the Acquiror.

Scope of Analysis

In connection with this Opinion, Lincoln has, among other things:

Reviewed the following documents:

Griid’s unaudited income statements and balance sheets as of and for the years ended December 31, 2018 through December 31, 2020 provided to us by Griid;

Griid’s unaudited income statements and balance sheets as of and for the nine months ended September 30, 2021;

the financial projections through December 31, 2024 prepared by Griid, provided to us by the Acquiror (the “Management Projections”);

the Merger Agreement;


Lincoln International LLC
110 North Wacker Drive, Floor 51
Chicago, Illinois 60606		www.lincolninternational.com

LOGO

Griid’s Investor Presentation;

Supply Agreement, dated as of September 8, 2021, between chip manufacturer and Griid Infrastructure LLC;

Third Amended and Restated Credit Agreement, among Griid Infrastructure LLC as Borrower, the Lenders from time to time party hereto, and Blockchain Access UK Limited as Agent, dated as of November 19, 2021 (the “Blockchain Facility”); and

A letter addressed to us by management of Griid which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, us by or on behalf of Griid, dated November 23, 2021;

Discussed the business, financial outlook and prospects of Griid, as well as the terms and circumstances surrounding the Proposed Transaction, with management of the Acquiror and Griid;

Reviewed certain financial and other information for Griid, and compared that data and information with certain financial, stock trading and corresponding data and information for companies with publicly traded securities that we deemed relevant, none of which is directly comparable to Griid;

Performed certain valuation and comparative financial analyses including a discounted cash flow analysis and an analysis of selected public companies; and

Considered such other information and financial, economic and market criteria that we deemed relevant.

Assumptions, Qualifications, and Limiting Conditions

In performing its analyses and rendering this Opinion with respect to the Proposed Transaction, Lincoln has, with the Acquiror’s consent:

Relied upon and assumed the accuracy and completeness of all of the financial, accounting, legal, tax and other information we reviewed, and we have not assumed any responsibility for the independent verification of, nor independently verified, any of such information;

Relied upon the assurances of the management of the Acquiror that they are unaware of any facts or circumstances that would make such information materially incomplete or misleading;

Assumed that the financial forecasts, including the Management Projections, provided to Lincoln by the Acquiror were reasonably prepared in good faith and based upon assumptions which, in light of the circumstances under which they are made, are the best reasonably available, and Lincoln assumes no responsibility for and expresses no opinion on the assumptions, estimates, and judgments on which such forecasts, including the Management Projections were based;

Assumed that the Proposed Transaction will be consummated in a timely manner that complies in all respects with all applicable federal and state statutes, rules and regulations;

Assumed that in the course of obtaining any necessary regulatory and third-party consents, approvals and agreements for the Proposed Transaction, no modification, delay, limitation, restriction, or condition will be imposed that will have an adverse effect on the Acquiror or the Proposed Transaction;

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LOGO

Assumed that the Proposed Transaction will be consummated in accordance with the terms outlined by the Acquiror and other documents made available to Lincoln, without waiver, modification or amendment of any term, condition or agreement therein that is material to Lincoln’s analysis;

Assumed that there has been no material change in the assets, liabilities, business, condition (financial or otherwise), results of operations, or prospects of Griid since the most recent financial information was made available to Lincoln, other than for any such changes that are reflected in the Management Projections;

Assumed that the final terms of the Proposed Transaction will not vary materially from those set forth in the copies or drafts, as applicable, reviewed by Lincoln;

Assumed, based on the representation of management of Griid, that the Surviving Company’s business plan and associated capital expenditures will be fully funded at closing of the Proposed Transaction as a result of the Blockchain Facility and cash on Surviving Company’s balance sheet; and

10)

Assumed that the final versions of all documents conform in all material respects to the drafts reviewed by Lincoln.

Lincoln has prepared this Opinion as of the date hereof. This Opinion is necessarily based on financial, economic, market and other conditions as they exist on and the information made available to us as of the date hereof. Although subsequent developments may affect this Opinion, Lincoln does not have any obligation to update, revise or reaffirm this Opinion.

Lincoln did not evaluate Griid’s solvency and was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of Griid or any of its subsidiaries, nor was Lincoln furnished with any such evaluations or appraisals. Lincoln was not requested to, nor did Lincoln participate in the negotiation or structuring of the Proposed Transaction. Lincoln was no requested to, nor did Lincoln seek, alternative candidates for the Proposed Transaction.

This Opinion (i) does not address the underlying business decision of the Board of Directors of the Acquiror (the “Board”) or the shareholders of the Acquiror to proceed with or effect the Proposed Transaction, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form or any other portion or aspect of, the Proposed Transaction or otherwise, except as expressly addressed in the Opinion, (iii) the fairness of any portion or aspect of the Proposed Transaction to the holders of any class of securities, creditors or other constituencies of any member of the Acquiror, or any other party other than those set forth in this Opinion, (iv) the relative merits of the Proposed Transaction as compared to any alternative business strategies that might exist for the Acquiror or any other party or the effect of any other transaction in which the Acquiror or any other party might engage, (v) the tax or legal consequences of the Proposed Transaction to the Acquiror or any other party, (vi) the fairness of any portion or aspect of the Proposed Transaction to any one class or group of any member of the Acquiror’s or any other party’s security holders vis-à-vis any other class or group of any member of the Acquiror’s or such other party’s security holders, (vii) how the Board, any security holder or any other party should act or vote with respect to the Proposed Transaction, or (viii) the solvency, creditworthiness or fair value of any member of the Acquiror or any other participant in the Proposed Transaction under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters. The decision as to whether to proceed with the Proposed Transaction or any related transaction depends on an assessment of various factors, many of which are unrelated to the financial analyses on which this Opinion is based.

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LOGO

Lincoln expresses no opinion as to what the market price or value of the stock of the Acquiror will be after the announcement of the Proposed Transaction. This Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Acquiror’s credit worthiness, as tax advice, or as accounting advice. We also express no opinion about the amount or nature of any compensation or equity arrangement to be given to the Acquiror’s officers, directors or employees, or class of such persons, in connection with the Proposed Transaction relative to the Merger Consideration in the Proposed Transaction.

It is understood that this Opinion is for the use and benefit of the Board in connection with the Proposed Transaction. This Opinion may not be used for any other purpose and is not intended to and does not confer any rights or remedies upon any other person. Except as contemplated by the Engagement Letter, dated as of August 17, 2021, between Lincoln and the Acquiror, neither this Opinion nor any other advice or information provided by Lincoln, whether oral or written, may be disclosed, reproduced, disseminated, summarized, quoted from or referred to, in whole or in part, without our prior written consent. This Opinion does not create any fiduciary duty on the part of Lincoln to the Acquiror, the Board, the shareholders of the Acquiror, or any other party.

Disclosure of Relationships

Lincoln will receive a customary fee from the Acquiror for our services, a portion of which was payable upon our retention, and the balance earned upon Lincoln informing the Board it is prepared to render the Opinion and payable upon the closing of the Proposed Transaction. No portion of our fee is contingent upon the conclusion reached herein. In addition, the Acquiror has agreed to indemnify us and certain related parties against certain liabilities, and to reimburse us for certain expenses, arising in connection with or as a result of our engagement. We and our affiliates provide a range of investment banking and financial services and, in that regard, we and our affiliates may in the future provide, investment banking and other financial services to the Acquiror and each of its affiliates, for which we and our affiliates would expect to receive compensation.

Conclusion

Based on and subject to the foregoing, and in reliance thereon, we are of the opinion that, as of the date hereof, the Merger Consideration to be issued by the Acquiror in the Proposed Transaction is fair, from a financial point of view, to the Acquiror.

This Opinion has been authorized for issuance by the Opinion Review Committee of Lincoln.

Very truly yours,

/s/ Lincoln International LLC

LINCOLN INTERNATIONAL LLC

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Annex G

FORM OF CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF

ADIT EDTECH ACQUISITION CORP.

Adit EdTech Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies and submits the following Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”):

FIRST: The name of the Corporation is “Adit EdTech Acquisition Corp.”

SECOND: Article V, Section 5.4 of the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Charter”) is hereby amended in its entirety to read as follows:

“If the Corporation engages in a Proxy Solicitation in connection with any proposed initial Business Combination, the Corporation will consummate such initial Business Combination only if a majority of the then outstanding shares of Common Stock present and entitled to vote at the meeting to approve the initial Business Combination are voted for the approval of such initial Business Combination.”

THIRD: Article V, Section 5.5 of the Charter is hereby amended in its entirety to read as follows:

“In the event that an initial Business Combination is approved in accordance with the above Section 5.4 and is consummated by the Corporation, any holder of shares of Common Stock sold in the IPO (the “IPO Shares”) may demand that the Corporation convert such holder’s IPO Shares into cash. If so demanded, the Corporation shall, promptly after consummation of the initial Business Combination, convert such shares into cash at a per share price equal to the quotient determined by dividing (a) the amount then held in the Trust Account (defined below) including any interest earned on the funds held in the Trust Account not previously released to the Corporation and net of taxes payable, calculated as of two business days prior to the consummation of the initial Business Combination, by (b) the total number of IPO Shares then outstanding (such price being referred to as the “Conversion Price”). “Trust Account” shall mean the trust account established by the Corporation at the consummation of its IPO and into which a certain amount of the net proceeds of the IPO and simultaneous private placement is deposited, all as described in the Registration Statement. The Corporation may require any holder of IPO Shares who demands that the Corporation convert such IPO Shares into cash to either tender such holder’s certificates to the Corporation’s transfer agent at any time prior to the vote taken at the stockholder meeting relating to such initial Business Combination or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System at any time prior to the vote taken at the stockholder meeting relating to such initial Business Combination, with the exact timing of the delivery of the IPO Shares to be set forth in the proxy materials relating to such initial Business Combination. If the Corporation offers to redeem the IPO Shares in conjunction with a stockholder vote on an initial Business Combination pursuant to a Proxy Solicitation, a holder of IPO Shares, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking the redemption rights set forth in this Section 5.5 with respect to more than an aggregate of 15% of the IPO Shares without the prior consent of the Corporation.”

FOURTH: That said amendment was duly adopted in accordance with the applicable provisions of Sections 141, 211 and 242 of the DGCL on , 2023.

FIFTH: The effective date of this Certificate of Amendment shall be upon filing with the Secretary of State of the State of Delaware.

(Signature page follows)

[Signature Page to Certificate of Amendment]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by David L. Shrier, its President and Chief Executive Officer, this day of , 2023.


ADIT EDTECH ACQUISITION CORP.

By:
		Name: David Shrier
		Title: President and Chief Executive Officer

[Signature Page to Certificate of Amendment]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Our current charter provides that all of our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the DGCL. Section 145 of the DGCL concerning indemnification of officers, directors, employees and agents is set forth below.

Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A

corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A

corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any

indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties

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to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses

(including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The

indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A

corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For

purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For

purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The

indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to

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be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The

Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

In accordance with Section 102(b)(7) of the DGCL, our amended and restated certificate of incorporation provides that no director shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect of this provision of our amended and restated certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.

If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our amended and restated certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our amended and restated certificate of incorporation limiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis.

Our amended and restated certificate of incorporation also provides that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding.

Notwithstanding the foregoing, a person eligible for indemnification pursuant to our amended and restated certificate of incorporation will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification.

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The right to indemnification which is conferred by our amended and restated certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our amended and restated certificate of incorporation or otherwise.

The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our amended and restated certificate of incorporation may have or hereafter acquire under law, our amended and restated certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

Any repeal or amendment of provisions of our amended and restated certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our amended and restated certificate of incorporation will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our amended and restated certificate of incorporation.

Our bylaws include the provisions relating to advancement of expenses and indemnification rights consistent with those which are set forth in our amended and restated certificate of incorporation. In addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

We have entered into indemnification agreements with each of our officers and directors, a form of which is filed as Exhibit 10.10 to our Registration Statement on Form S-1 that was declared effective by the SEC on January 11, 2021. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Pursuant to the merger to be filed as Exhibit 2.1 to this Registration Statement, we have agreed to continue to indemnify our current directors and officers and have agreed to the continuation of director and officer liability insurance covering our current directors and officers.

It is anticipated that the board of directors of New GRIID will, in connection with consummating the merger, approve and direct New GRIID to enter into customary indemnification agreements with the persons intended to serve as directors and executive officers of New GRIID following the merger.

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Item 21. Exhibits and Financial Statement Schedules.


Exhibit No.		Description

2.1^*		Agreement and Plan of Merger, dated as of November 29, 2021, by and among Adit EdTech Acquisition Corp., ADEX Merger Sub, LLC and Griid Holdco LLC (attached as Annex A-1 to the proxy statement/prospectus contained in this registration statement).

2.2		First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, by and among Adit EdTech Acquisition Corp., ADEX Merger Sub, LLC and Griid Holdco LLC (attached as Annex A-2 to the proxy statement/prospectus contained in this registration statement).

2.3		Second Amendment to Agreement and Plan of Merger, dated as of October 17, 2022, by and among Adit EdTech Acquisition Corp., ADEX Merger Sub, LLC and Griid Holdco LLC (attached as Annex A-3 to the proxy statement/prospectus contained in this registration statement).

2.4		Third Amendment to Agreement and Plan of Merger, dated as of February 8, 2023, by and among Adit EdTech Acquisition Corp., ADEX Merger Sub, LLC and Griid Holdco LLC (attached as Annex A-4 to the proxy statement/prospectus contained in this registration statement).

3.1#		Form of Second Amended and Restated Certificate of Incorporation of Adit EdTech Acquisition Corp. (attached as Annex D to the proxy statement/prospectus contained in this registration statement).

3.2#		Form of Amended and Restated Bylaws of Adit EdTech Acquisition Corp.

3.3		Form of Amendment to Current Charter (attached as Annex G to the proxy statement/prospectus contained in this registration statement)

4.1#		Amended and Restated Warrant Agreement, dated as of December 23, 2021, by and between Adit EdTech Acquisition Corp. and Continental Stock Transfer & Trust Company

4.2^		Warrant for Class B Units of GRIID Holdco LLC, dated as of October 9, 2022 issued to Blockchain Capital Solutions (US), Inc.

4.3#^		Form of Warrant for Class B Units of GRIID Holdco LLC.

4.4#^		Form of GRIID Holdco LLC Promissory Note.

4.5^		Form of Convertible Promissory Note to be made by the Maker (included as Exhibit C to Exhibit 10.30 hereto).

4.6#		Promissory Note dated January 13, 2023 (incorporated by reference to Exhibit 10.1 to Adit EdTech Acquisition Corp.’s Current Report on Form 8-K (File No. 001-39872), filed with the SEC on January 17, 2023).

5.1#		Opinion of Covington & Burling LLP.

8.1#		Tax Opinion of Troutman Pepper Hamilton Sanders LLP.

10.1^		Voting Agreement (attached as Annex B to the proxy statement/prospectus included in this registration statement).

10.2		Form of Investor Rights Agreement (attached as Annex C to the proxy statement/prospectus included in this registration statement).

10.3#		Letter Agreement, dated January 11, 2021, by and among Adit EdTech Acquisition Corp., Adit EdTech Acquisition Corp., its outside directors, its industry advisors and Adit EdTech Sponsor, LLC (incorporated by reference to exhibit 10.1 to Adit EdTech Acquisition Corp.’s Current Report on Form 8-K (File No. 001-39872), filed with the SEC on January 14, 2021).

10.4#^*		Ground Lease, dated as of August 20, 2021, as amended as of October 14, 2021 and further amended as of November 8, 2021, by and between Griid Infrastructure LLC and Michael Skelly.

10.5^		Power Supply Contract, effective as of January 1, 2020, by and between Union Data LLC and Knoxville Utilities Board.

10.6^		Amendment to Power Supply Contract, effective as of May 1, 2020, by and between Union Data LLC and Knoxville Utilities Board.

II-5


Exhibit No.		Description

10.7^		Amendment to Power Supply Contract, effective as of April 1, 2021, by and between Union Data LLC and Knoxville Utilities Board.

10.8#^		Third Amended and Restated Credit Agreement, dated as of November 19, 2021, by and between Griid Infrastructure LLC, the Lenders from time to time party thereto, and Blockchain Access UK Limited.

10.8.1^		Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022, by and between Griid Infrastructure LLC, the Lenders from time to time party thereto, and Blockchain Access UK Limited.

10.8.2#		Settlement and Release Agreement, dated as of October 9, 2022, by and between Adit EdTech Acquisition Corp., Griid Infrastructure LLC, the Lenders from time to time party thereto, and Blockchain Access UK Limited.

10.9^*		Development and Operation Agreement, dated as of August 31, 2021, by and between Data Black River LLC and Helix Digital Partners, LLC.

10.10#^		Supply Agreement, dated as of September 8, 2021, by and between Griid Infrastructure LLC and Intel Corporation.

10.10.1^		First Amendment to Supply Agreement, dated as of September 9, 2022, by and between Griid Infrastructure LLC and Intel Corporation.

10.11#^*		Site Location and Development Agreement, dated as of September 28, 2020, by and between Red Dog Technologies LLC and Johnson City Energy Authority d/b/a Brightridge.

10.12#		Amendatory Agreement, dated as of October 28, 2020, by and between Red Dog Technologies LLC and Johnson City Energy Authority d/b/a Brightridge

10.13#		Amendatory Agreement, dated as of November 30, 2020, by and between Red Dog Technologies LLC and Johnson City Energy Authority d/b/a Brightridge

10.14#		Amendatory Agreement, dated as of December 31, 2020, by and between Red Dog Technologies LLC and Johnson City Energy Authority d/b/a Brightridge

10.15#		Amendatory Agreement, dated as of January 28, 2021, by and between Red Dog Technologies LLC and Johnson City Energy Authority d/b/a Brightridge

10.16#		Amendatory Agreement, dated as of February 22, 2021, by and between Red Dog Technologies LLC and Johnson City Energy Authority d/b/a Brightridge

10.17#		Amendatory Agreement, dated as of March 30, 2021, by and between Red Dog Technologies LLC and Johnson City Energy Authority d/b/a Brightridge

10.18+^		Offer Letter, dated as of August 23, 2019, by and between Griid Infrastructure LLC and Michael W. Hamilton

10.19#+		Offer Letter, dated as of April 14, 2021, by and between Griid Infrastructure LLC and Allan J. Wallander.

10.20^		Amended and Restated Mining Services Agreement, by and between Griid Infrastructure LLC and Blockchain Capital Solutions (US), Inc., dated as of October 9, 2022

10.21+		GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (attached as Annex E to the proxy statement/prospectus included in this registration statement).

10.22+		Griid Infrastructure Equity Plan LLC Profits Interest Plan.

10.23+†		Form of Indemnification Agreement by and between Griid Holdco LLC and each of its directors and executive officers.

10.24#^*		Share Purchase Agreement, dated as of September 9, 2022, among Adit EdTech Acquisition Corp., Griid Infrastructure LLC, GEM Global Yield LLC SCS, and GEM Yield Bahamas Limited (incorporated by reference to exhibit 10.1 to Adit EdTech Acquisition Corp.’s Current Report on Form 8-K (File No. 001-39872), filed with the SEC on September 12, 2022).

II-6


Exhibit No.		Description

10.25^*		Registration Rights Agreement, dated as of September 9, 2022, among Griid Infrastructure LLC, GEM Global Yield LLC SCS, and GEM Yield Bahamas Limited (incorporated by reference to exhibit 10.2 to Adit EdTech Acquisition Corp.’s Current Report on Form 8-K (File No. 001-39872), filed with the SEC on September 12, 2022).

10.26^*		Electric Service Contract #1, dated as of June 1, 2022, by and between Ava Data, LLC and Lenoir City Utilities Board.

10.27^*		Electric Service Contract #2, dated as of June 1, 2022, by and between Ava Data, LLC and Lenoir City Utilities Board.

10.28^*		Interruptible Power Product Agreement, dated as of May 20, 2022, by and between Ava Data, LLC and Tennessee Valley Authority.

10.29#*		Form of Voting Agreement, dated November 4, 2022, by and between the Company and the stockholders signatory thereto (incorporated by reference to exhibit 10.1 to Adit EdTech Acquisition Corp.’s Current Report on Form 8-K (File No. 001-39872), filed with the SEC on November 10, 2022).

10.30^		Amendment to Underwriting Agreement, dated December 6, 2022, by and between the Company and EarlyBird, as representative of the several underwriters.

10.31		Engagement Letter Agreement, dated April 17, 2021, by and between Deucalion Partners, LLC and GRIID Infrastructure Inc.

10.31.1		Amendment No. 1 to the Engagement Letter Agreement, dated November 14, 2022, by and between Deucalion Partners, LLC and GRIID Infrastructure Inc.

10.32*		Consulting Agreement, dated August 18, 2021, by and between Adit EdTech Acquisition Corp. and Arthur D. Little, LLC.

21.1#		Subsidiaries of Adit EdTech Acquisition Corp.

23.1#		Consent of Covington & Burling LLP (included in Exhibit 5.1).

23.2#		Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 8.1).

23.3		Consent of Marcum LLP.

23.4		Consent of RSM US LLP.

24.1		Power of Attorney (included on signature page).

99.1†		Form of Proxy for Stockholders of Adit EdTech Acquisition Corp.

99.2		Consent of Lincoln International LLC.

99.3#		Consent of M. Cristina Dolan

99.4#		Consent of James D. Kelly III

99.5#		Consent of Neal Simmons

99.6#		Consent of Sundar Subramaniam

99.7#		Consent of Tom Zaccagnino

101		Interactive Data File

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

107		Filing fees.

*	Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

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#	Previously filed.

†	To be filed by amendment.

^	Certain confidential information contained in this exhibit, marked by brackets, has been omitted because the information (i) is not material and (ii) would be competitively harmful if disclosed.

+	Management contract or compensatory plan or arrangement.

Item 22. Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

II-8

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

The registrant undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b)

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c)

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 9, 2023.


ADIT EDTECH ACQUISITION CORP.
By:		/s/ DAVID L. SHRIER
Name:		David L. Shrier
Title:		Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ ERIC L. MUNSON Eric L. Munson	Non-executive Chairman	February 9, 2023

/s/ DAVID L. SHRIER David L. Shrier	Director, President and Chief Executive Officer (Principal Executive Officer)	February 9, 2023

/s/ JOHN J. D’AGOSTINO John J. D’Agostino	Chief Financial Officer (Principal Financial and Accounting Officer)	February 9, 2023

* Jacob Cohen	Director	February 9, 2023

* Sharmila Kassam	Director	February 9, 2023

* Sheldon Levy	Director	February 9, 2023

* By: /s/ DAVID L. SHRIER

David L. Shrier

Attorney-in-Fact

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THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED

Exhibit 4.2

THIS WARRANT FOR CLASS B UNITS (THIS “WARRANT”) AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT OR ANY APPLICABLE EXEMPTION THEREFROM AND ANY APPLICABLE STATE SECURITIES LAWS.

GRIID HOLDCO LLC

Warrant for Class B Units

October 9, 2022

This certifies that BLOCKCHAIN CAPITAL SOLUTIONS (US), INC. (the “Holder”), for value received, is entitled, subject to the terms set forth below, to subscribe for and purchase from Griid Holdco LLC, a Delaware limited liability company (the “Company”), on or prior to 5:00 P.M., New York local time on the five (5) year anniversary from the date hereof (the “Expiration Date”), at which time this Warrant shall expire and become void, up to 1,377,778 Class B Units of the Company (the “Class B Units”), as may be adjusted pursuant to the terms hereof (the “Warrant Interests”), for a price per Class B Unit equal to the Exercise Price.

THIS WARRANT HEREBY REPLACES ALL PRIOR WARRANTS THAT HAVE BEEN ISSUED BY THE COMPANY OR ANY OF ITS AFFILIATES (INCLUDING GRIID INFRASTRUCTURE LLC) TO THE HOLDER PRIOR TO THE DATE HEREOF, INCLUDING WITHOUT LIMITATION, THAT CERTAIN WARRANT TO PURCHASE CLASS B UNITS (CLASS B WARRANT NO. 2020-01) ISSUED BY GRIID INFRASTRUCTURE LLC TO BLOCKCHAIN ACCESS UK LTD, DATED AS OF JULY 1, 2020.

1. DEFINITIONS.

1.1 “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms of “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

1.2 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law or executive order to close.

1.3 “Equity Securities” means, (a) any capital stock, partnership or membership interest, unit of participation, equity interest or other similar interest, however designated (including stock appreciation, phantom stock, profit appreciation, profit participation, economic right, or other right, security, instrument or any similar rights), of the Company, and (b) any “equity security” within the meaning of the Securities Exchange Act of 1934, as amended.

1.4 “Excluded Issuance” means any (a) sale of Equity Securities to a Third Party on an arms’ length basis, to the extent applicable, (b) any grant of options or Equity Security to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans or any other compensation agreement and related agreements approved by the board of managers of the Company, or (c) Equity Securities issued (i) upon the exercise or conversion of options or other Equity Securities granted under (b); (ii) as consideration for the acquisition by the Company of the units, assets, properties or business of any Person who is a Third Party on an arms’ length basis; (iii) upon any Reorganization (as defined herein); or (iv) in connection with the commencement of any initial public offering.

1.5 “Exercise Price” means $0.01 per Warrant Interest.

1.6 “Person” means any individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability corporation, joint stock corporation, government (or an agency or political subdivision thereof) or other entity of any kind.

1.7 “SPAC” means Adit EdTech Acquisition Corp., a Delaware corporation.

1.8 “SPAC Transaction” means a business combination between the SPAC and the Company.

1.9 “Third Party” means any Person other than the Company or the Holder, or an Affiliate of either of them.

2. EXERCISE; PAYMENT.

2.1 Payment. The purchase rights under this Warrant may be exercised from time to time prior to the Expiration Date by the Holder, in whole or in part, by the surrender of this Warrant at the principal office of the Company located at 2577 Duck Creek Road, Cincinnati, OH 45212, Attention: Chief Executive Officer, and by (i) the payment to the Company, by certified check or by wire transfer to an account designated by the Company, of an amount equal to the Exercise Price for each Class B Unit being purchased or (ii) by means of a cashless exercise pursuant to Section 2.4. Until such time as this Warrant is exercised in full or expires, the Exercise Price and the number and type of securities issuable upon exercise of this Warrant are subject to adjustment as set forth in Section 3.

2.2 Exercise. Upon surrender of this Warrant prior to the Expiration Date, with the Form of Warrant Exercise attached hereto as Exhibit A, duly completed, executed and delivered to the Company at its address for notice set forth in Section 15, and upon payment of the Exercise Price for each Class B Unit purchased, in the manner provided hereunder, evidence representing Holder’s ownership of Class B Units so purchased shall be delivered to the Holder promptly, but in any event within three (3) Business Days, and, unless this Warrant has been fully exercised or has expired, a new Warrant representing the Class B Units with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such time. Such new Warrant shall in all other respects be identical to this Warrant.

2.3 Exercise Price. The Holder may pay the Exercise Price for each Class B Unit to be issued upon exercise of this Warrant (i) by certified check or by wire transfer to an account designated by the Company, or (ii) in accordance with, and pursuant to, Section 2.4.

-2-

2.4 Net Exercise Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, Class B Units equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net exercise election notice attached hereto as Exhibit B duly executed, at the principal office of the Company. Thereupon, the Company shall issue to Holder such number of fully paid and nonassessable Class B Units as is computed using the following formula:


X	=	Y (A –B)
X	=	A


where	X =	the number of Class B Units to be issued to Holder pursuant to this Section 2.4.

	Y =	the number of shares of Class B Units covered by this Warrant in respect of which the net exercise election is made pursuant to this Section 2.4.

	A =	the Fair Market Value (defined below) of one Class B Unit, as determined at the time the net exercise election is made pursuant to this Section 2.4.

	B =	the Exercise Price in effect under this Warrant at the time the net exercise election is made pursuant to this Section 2.4.

“Fair Market Value” of a Class B Unit, Option or Convertible Security, as of the relevant date of determination (the “Determination Date”) shall mean:

(i) If the net exercise election is made in connection with and contingent upon the closing of the sale of units to the public in a public offering pursuant to a Registration Statement under the Act (a “Public Offering”), and if the Company’s registration statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering.

(ii) If the net exercise election is made in connection with and contingent upon the closing of any reclassification, reorganization, merger, consolidation or other business combination, sale, dissolution, liquidation or winding-up (each a “Liquidation Event”), then the per unit value received in such Liquidation Event by the holders of Class B Units.

(iii) If the net exercise election is not made pursuant to subparagraph (i) or (ii) above, the fair market value shall be determined in good faith by the Company’s board of managers.

2.5 Representations, Warranties, Covenants and Agreements of the Company. The Company hereby represents, warrants, covenants and agrees that:

(i) All Class B Units which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof (excluding taxes based on the income of the Holder).

(ii) During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for issuance a sufficient number of Warrant Interests as would be required upon the full exercise of the rights represented by this Warrant.

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(iii) The Company is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. The Company has full power and authority to execute and deliver this Warrant and to perform its obligations hereunder, and the execution, delivery and performance by the Company of this Warrant have been duly authorized by all necessary company action.

(iv) This Warrant has been duly and validly executed and delivered by the Company and constitutes the binding obligations of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity.

(v) The Company shall take all such actions as may be reasonably necessary or appropriate to ensure that all such Warrant Interests are issued without violation by the Company of any applicable law or governmental regulation and shall pay all its expenses in connection with the issuance or delivery of the Warrant Interests upon exercise of this Warrant, together with any applicable withholding payable upon the issuance or delivery of the Warrant Interests to the Holder or any other Person; provided, that the Company should not be required to pay any taxes that may be payable in respect of any transfer involved in respect of the issue of the Warrant or Warrant Interest issuable upon exercise of the Warrant.

(vi) Neither the Company nor, to its actual knowledge, any of its Affiliates, officers, directors or beneficial stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Act.

2.6 Representations, Warranties, Covenants and Agreements of the Holder. The Holder hereby represents, warrants, covenants and agrees that:

(i) The Holder possesses all requisite power and authority necessary to carry out the transactions contemplated by this Warrant.

(ii) Each of the obligations of the Holder under this Warrant constitutes a valid and binding obligation of the Holder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

(iii) The execution and delivery by the Holder of this Warrant and the fulfillment of and compliance with the terms hereof by the Holder does not and shall not as of the date hereof (i) conflict with or result in a breach by the Holder of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Holder’s equity or assets under, (iv) result in a violation of, or (v) require authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Holder’s organizational documents in effect on the date hereof or as may be amended prior to completion of any Public Offering, or any material law, statute, rule or regulation to which the Holder is subject, or any agreement, instrument, order, judgment or decree to which the Holder is subject, except for any filings required after the date hereof under federal or state securities laws.

(iv) The Holder is acquiring the Warrant Interests and, upon exercise of the Warrant Interests, the Class B Units issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

-4-

(v) The Holder is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Act, and the Holder has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Act.

(vi) The Holder understands that the Securities are being offered and will be issued to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations and warranties of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire such Securities.

(vii) The Holder did not decide to enter into this Warrant as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act.

(viii) The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Securities which have been requested by the Holder. The Holder has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Holder understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.

(ix) The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Holder nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(x) The Holder understands that: (i) the Securities have not been and are not being registered under the Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom, and (ii) neither the Company nor any other person is under any obligation to register the Securities under the Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(xi) The Holder has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Holder has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Holder can afford a complete loss of its investments in the Securities.

3. EFFECT OF CERTAIN EVENTS ON WARRANT INTERESTS. The Exercise Price and the number of Class B Units purchasable hereunder are subject to adjustment from time to time as set forth in this Section 3:

(i) Splits. If after the date hereof the Company shall subdivide the Class B Units, by split-up or otherwise, into a greater number of units, then the number of Class B Units issuable on the exercise of this Warrant shall forthwith be proportionately increased, and the Exercise Price shall forthwith be proportionately decreased.

-5-

(ii) Combinations. If after the date hereof the Company shall combine the Class B Units, by combination, reverse split or otherwise, into a smaller number of units, then the number of Class B Units issuable on the exercise of this Warrant shall forthwith be proportionately decreased, and the Exercise Price shall forthwith be proportionately increased.

(iii) Mergers and Reclassifications. If after the date hereof the Company shall enter into any Reorganization then this Warrant, and all rights to purchase the Warrant Interests issuable upon exercise hereof, shall be deemed exercised immediately prior to the closing of such Reorganization and the Holder shall be entitled to receive the same kind and amount of securities and property receivable upon such Reorganization by any other holder of the number of Class B Units issuable upon exercise of this Warrant. For the purposes of this Section 3, the term “Reorganization” shall include without limitation any reclassification, capital reorganization (other than as a result of a subdivision or stock split provided for in Section 3(i) hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Class B Units), any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, or any SPAC Transaction.

(iv) SPAC Transaction. Notwithstanding anything to the contrary in this Warrant, in the event that the Company enters into a Reorganization which constitutes a SPAC Transaction, the number of Class B Units issuable upon exercise of this Warrant in full shall be automatically adjusted such that the number of Class B Units issuable and which shall automatically become exercised in accordance with Section 3(iii) immediately prior to the closing of such SPAC Transaction shall represent a number of Class B Units that when exchanged for the securities and/other property receivable to the members of the Company (including the Holder) equal to ten percent (10%) of all of the issued and outstanding capital stock of the SPAC immediately following the closing of such Reorganization.

4. MEMBER RIGHTS. The Holder shall not, solely by virtue hereof, be entitled to any rights of a member of the Company. The Holder shall have all rights of a member of the Company with respect to Class B Units purchased upon exercise hereof of the Holder’s rights under this Warrant provided that upon exercise of such rights the Holder executes a joinder agreement to the then-current limited liability company agreement of the Company agreeing to be bound by the terms and conditions thereof. Notwithstanding the foregoing (i) in the event the Company at any time or from time to time on or prior to the Expiration Date shall make or issue, or fix a record date for the determination of holders of Class B Units entitled to receive, a dividend or other distribution payable in cash or other property, then provision shall be made so that the Holder shall receive, at the same time as the holders of the Class B Units, the amount of cash or other such property which the Holder would have been entitled to receive had this Warrant been exercised in full (on a non-cashless basis) for Class B Units on the date of such event, and (ii) nothing shall impose any liabilities on a Holder to purchase any securities or as a member of the Company, whether asserted by the Company or creditors of the Company, prior to the issuance of the underlying Class B Units.

5. FRACTIONAL SHARES. In no event shall any fractional units of Class B Units be issued upon any exercise of this Warrant. If, upon exercise of this Warrant in its entirety, Holder would, except as provided in this Section 5, be entitled to receive a fractional unit of Class B Units, then the units to be issued

-6-

shall be rounded down to the nearest whole unit, and the Company shall pay to Holder an amount computed by multiplying the fractional interest by the applicable Fair Market Value (as determined in accordance with Section 2 hereof).

6. TRANSFER.

6.1 Transfer. This warrant may not be assigned to any other party.

6.2 Securities Laws. The Holder, by acceptance hereto agrees that, absent an effective Registration Statement under the Act and qualification under the Act, covering the disposition of Class B Units issued or issuable upon exercise hereof, the Holder will not sell or transfer any or all of such Class B Units, without first providing the Company with an opinion of counsel reasonably acceptable to the Company and its counsel to the effect that such sale or transfer will be exempt from the registration requirements of the Act and the qualification requirements of the Act, and the Holder consents to the Company making a notation on its records in order to implement such restriction on transferability.

7. CANCELLATION OF PRIOR WARRANT. That certain Warrant to Purchase Class B Units (Class B Warrant No. 2020-01) issued by Griid Infrastructure LLC to Blockchain Access UK Ltd, dated as of July 1, 2020 is hereby terminated with no further force and effect and is superseded in its entirety by this Warrant for Class B Units.

8. LOSS OR MUTILATION. Upon receipt by the Company of evidence satisfactory to it of the ownership of, and the loss, theft, destruction or mutilation of, this Warrant and (in the case of loss, theft or destruction) of indemnity satisfactory to it, and (in the case of mutilation) upon surrender and cancellation hereof; the Company will execute and deliver in lieu hereof a new Warrant.

9. NO REDEMPTIONS. The Company shall not have any right to redeem any of the Warrants evidenced hereby.

10. GOVERNING LAWS. The internal laws of the State of Delaware (irrespective of its choice of law principles) shall govern the validity of this Warrant, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto.

11. BINDING UPON SUCCESSORS AND ASSIGNS. Subject to, and unless otherwise provided in, this Warrant, each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon, and inure to the benefit of the permitted successors, executors, heirs, representatives, administrators and assigns of the parties hereto.

12. SEVERABILITY. If any provision of this Warrant, or the application hereof, shall for any reason and to any extent, be invalid or unenforceable, the remainder of this Warrant and application of such provisions to other persons or circumstances shall be interpreted so as best to reasonably effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provisions of this Warrant with valid or enforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions.

13. AMENDMENT. This Warrant may be amended upon the written consent of the Company and the Holder.

14. NO WAIVER. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

-7-

15. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing, shall be telecopied or mailed by first class registered or certified airmail (return receipt requested), postage prepaid, and shall be deemed given when so telecopied or, if mailed, when received:

(a)

if to the Company to:

Griid Holdco LLC

2577 Duck Creek Road

Cincinnati, OH 45212

Attention: James D. Kelly III, President

Email: [***]

or to such other person at such other place as the Company shall designate to the Holder in writing;

(b)

if to the Holder, to:

Blockchain Capital Solutions (US), Inc.

[***]

Attention: [***]

Email: [***]

or to such other person at such other places as the Holder shall designate to the Company in writing.

16. WARRANT TAX TREATMENT. Notwithstanding anything to the contrary contained herein, for U.S. federal income tax purposes, as of the date hereof, (i) this Warrant is treated as an equity interest in the Company, as if it had been exercised, (ii) the Company will issue Holder an IRS Form k-1 with respect to the equity interest, and (iii) each of the Company and the Holder will not take any actions inconsistent with such treatment, except as otherwise required by a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as in effect from time to time, and all regulations and guidelines promulgated thereunder.

17. CONSTRUCTION OF AGREEMENT. A reference in this Warrant to any Section shall include a reference to every Section the number of which begins with the number of the Section to which reference is specifically made. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Warrant which shall be considered as a whole.

18. NO ENDORSEMENT. Holder understands that no federal or state securities administrator has made any finding or determination relating to the fairness of investment in the Company or purchase of the Class B Units hereunder and that no federal or state securities administrator has recommended or endorsed the offering of Class B Units by the Company hereunder.

19. PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require.

20. FURTHER ASSISTANCE. Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurances, as may be reasonably requested by any other party to better evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Warrant.

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21. NO IMPAIRMENT. The Company will not, by amendment of its certificate of formation, limited liability company agreement or other agreement or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, take any action, or fail to take any action, to avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

-9-

IN WITNESS WHEREOF, each party hereto has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


COMPANY:

GRIID HOLDCO LLC

By:		/s/ James D. Kelly III


Name:		James D. Kelly III
Title:		Chief Executive Officer and President

HOLDER:

BLOCKCHAIN CAPITAL SOLUTIONS (US), INC.



By:		/s/ Nicolas Cary


Name:		Nicolas Cary
Title:		Director

[Signature Page to Warrant for Class B Units of Griid Holdco LLC]

EXHIBIT A

FORM OF WARRANT EXERCISE

(To be signed only on exercise of Warrant)

TO: GRIID HOLDCO LLC

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder, Class B Units of Griid Holdco LLC, a Delaware limited liability company, and herewith makes payment of $ therefor, and requests that the certificates for such units be issued in the name of, and delivered to , whose address is .

EXHIBIT B

Net Exercise Election Notice

To:

Date:

The undersigned hereby elects under Section 2.4 to surrender the right to purchase Class B Units pursuant to this Warrant. The Class B Units issuable upon such net exercise election shall be issued in the name of the undersigned or as otherwise indicated below.

Signature

Name for Registration

Mailing Address

Exhibit 10.5

LOGO

Power Supply Contract

Manufacturing Service Rate Schedule MSB

(Greater than 5,000 kW but not more than 15,000 kW)


Customer Name:	Union Data LLC	(“Customer”)

Customer Address:	[***]

GPS Coordinates:	[***]

Purpose:	Data Center

SIC/NAICS Code:	518210

Knoxville Utilities Board (“KUB”) and Customer do hereby covenant and agree as follows:

Section 1 - Definitions

All defined terms in KUB’s Electric Rate Schedule shall have the same meaning in this Agreement. In addition thereto, as used herein, the following additional terms shall have the following meanings:

(a) “Rate Schedules” shall mean the rate schedules and riders to the rate schedules of the Electric Division, which may from time to time be adopted.by KUB,

(b) “Rules and Regulations” shall mean Knoxville Utilities Board Electric Division Rules and Regulations, which may from time to time be adopted by KUB,

(c) “Service Procedures” shall mean Knoxville Utilities Board Electric Service Procedures, which may from time to time be adopted by KUB.

Section 2 - Term of Contract

Effective Date: January 1, 2020

Initial Term: Five (5) years

The Initial Term of this Power Supply Contract (“Contract”) shall begin on the Effective Date and, upon the expiration of the Initial Term, this Contract shall be automatically renewed for additional one (1) year terms (“Renewal Term”), unless either party shall notify the other in writing not less than 60 days prior to the expiration date of the Initial Term or any Renewal Term of its desire to terminate this Contract on such expiration date. Upon completion of ten (10) years of service in this Contract, any contract for renewal of service may provide for termination with not less than four months notice in writing.

Page 1 of 4

LOGO

Power Supply Contract

Manufacturing Service Rate Schedule MSB

(Greater than 5,000 kW but not more than 15,000 kW)

Section 3 - Power Supply Contract Demand

Power Supply Contract Demand: Onpeak 10 kW Offpeak 5,001 kW

Subject to the other provisions of this Contract (including its attachments and the KUB Rules and Regulations for the Electric Division [“Rules and Regulations”] and KUB Electric Service Procedures [“Service Procedures”]), KUB shall make power available to Customer in the amount of the Power Supply Contract Demand designated above. Customer shall not take from KUB more power than the designated Power Supply Contract Demand and KUB shall not be obligated to supply to Customer power in greater amount at any time than the Customer’s Power Supply Contract Demand.

Section 4 - Rate Schedules

The rates and charges for the power supplied to Customer by KUB pursuant to this Contract shall be pursuant to KUB’s Electric Rate Schedules (“Rate Schedules”). The Rate Schedules can be referred to on the KUB website, www.kub.org, and shall be subject to adjustment, modification, change or replacement from time to time.

Section 5 - Interference with Availability of Power

It is recognized by the Customer and KUB that the availability of power to the Customer may be interrupted from time to time during the term of this Contract. Customer shall be solely responsible for providing and maintaining equipment in its facility and emergency operating procedures as needed to safeguard persons on its property, and its operations from the effects of interruptions. Customer assumes all risk of loss, injury, or damage resulting from such interruptions.

Section 6 - Conditions of Delivery

The Point of Delivery for power and energy made available under this Contract shall be at the point of interconnection of KUB’s facilities and Customer’s facilities defined as:

Point of Delivery description: The point of interconnection of KUB’s 13.2 kilovolt (line to line) conductors and the customer’s 13.2 kilovolt (line to line) conductors at the customer’s 102 Luttrell Road data center.

Service Agreement ID: 3070874830

The power made available at the specified Point of Delivery:

(a) shall be in the form of 3 phase, alternating current, and

(b) shall be delivered at a nominal Delivery Voltage of 13,200 volts (line to line), and

When KUB, in its sole discretion, determines that it is necessary to monitor or collect interval data at KUB’s meter center at or near the Point of Delivery, Customer, at its expense, shall provide for use by KUB an approved communication line and such other related equipment deemed necessary by KUB to collect and transfer such interval data.

Page 2 of 4

LOGO

Power Supply Contract

Manufacturing Service Rate Schedule MSB

(Greater than 5,000 kW but not more than 15,000 kW)

Section 7 - Power Quality

Customer shall operate its facilities in such a manner as to limit any objectionable voltage flicker, harmonic and/or other power quality (“PQ”) disturbances that may affect KUB, KUB equipment or other KUB customers. Flicker levels shall be non-perceptible. Current and voltage harmonic levels shall be limited in accordance with IEEE Standard 519 Recommended Practices and Requirements for Harmonic Control in Electrical Power Systems. Objectionable levels will be determined solely by KUB. Customer will at its own expense correct any objectionable PQ issues resulting from Customer facility operations.

Section 8 - Phase Balancing

Customer shall endeavor to take and use power and energy in such a manner that the current will be reasonably balanced on all three phases, and does not negatively impact KUB, KUB equipment, or KUB customers.

Section 9 - Accessibility and Preventative Maintenance

Customer shall provide KUB accessibility to the Point(s) of Delivery and the metering facilities as referenced in Section 6 at all times. Customer shall allow KUB an opportunity to schedule and perform preventative maintenance on its facilities on a biannual basis that may require a scheduled interruption of the Customer’s electric service lasting up to twenty-four (24) hours.

Section 10 - Service Level

KUB’s normal electric system operations will not provide excess capacity to accommodate any interruption of service impacting the utility facilities. In the event of preventative maintenance, emergency maintenance or an abnormal situation on the KUB electric system, KUB will endeavor to provide and support restoration of electric services to the extent reasonably possible without impacting other KUB customers.

Section 11 - Financial Security

Customer shall pay KUB monthly for power and energy available under this Contract. Each and every charge and payment provided for under this Contract shall be separate and cumulative and except as otherwise provided shall be in accordance with the rates and provisions of the applicable rate schedule.

Section 12 - Incorporation of Terms and Conditions

This Contract is subject to the terms and conditions of the Rate Schedules, Rules and Regulations, and Service Procedures. In the event of any conflict between this Contract and the Rate Schedules, Rules and Regulations, and/or Service Procedures, the order of priority shall first be the Rate Schedules, followed in order by the Rules and Regulations, Service Procedures, and this Contract.

Page 3 of 4

LOGO

Power Supply Contract

Manufacturing Service Rate Schedule MSB

(Greater than 5,000 kW but not more than 15,000 kW)

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their respective officers thereunto duly authorized, as of the day and year first above written.


Attest: Union Data LLC		Attest: KUB

By:	/s/ James D Kelly III	By:	/s/ Mark Walker
Title:	Founder & CEO	Title:	SVP & CFO
Print Name:	James D Kelly III	Print Name:	Mark Walker
Date:	12/31/19	Date:	01/02/20

Page 4 of 4

Exhibit 10.6

LOGO

AMENDMENT TO POWER SUPPLY CONTRACT

This Amendment to the Power Supply Contract (“Amendment”) is between the Knoxville Utilities Board (hereinafter called “KUB”) and Union Data LLC (hereinafter called “Customer”).

The Customer has been purchasing power and energy from KUB under a Power Supply Contract (hereinafter called “Contract”), dated January 1, 2020 pursuant to which KUB has supplied power and energy to Customer’s address at [***] Maynardville, TN 37807.

Customer now desires to amend the Contract for the remainder of its term for the purpose of increasing its Demand on the existing Power Supply Contract.

KUB agrees to amend the Contract to change the Demand pursuant to the terms and conditions of this Amendment.

KUB and Customer therefore covenant and agree as follows:

SECTION 1 – EFFECTIVE DATE

This Amendment takes effect on May 1, 2020.

SECTION 2 – AMENDMENT OF CONTRACT

KUB and the Customer amend the Contract as follows:

The Contract (Power Supply Contract Demand) shall be amended to read:

Power Supply Contract Demand: Onpeak 200 kW Offpeak 6,800 kW

Service Agreement ID: 3070831616


		Page 1

LOGO

SECTION 3 – POWER SUPPLY CONTRACT WILL REMAIN IN FULL FORCE & EFFECT.

Except as expressly herein amended, all other terms, conditions and provisions of the Contract shall remain in full force and effect. The Contract, as amended herein, shall be the continuing obligation of KUB and Customer during the term of the Contract. In the event of any conflict between this Amendment and the Contract, as it relates to Power Supply Contract, this Amendment shall prevail.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written.


Attest: Union Data LLC		Attest: KUB

By:	/s/ Trey Kelly	By:	/s/ Tiffany Martin
Title:	Founder & CEO	Title:	Director, Customer Experience
Print Name:	Trey Kelly	Print Name:	Tiffany Martin
Date:	April 20, 2020	Date:	May 1, 2020


		Page 2

Exhibit 10.7

LOGO

AMENDMENT TO POWER SUPPLY CONTRACT

This Amendment to the Power Supply Contract (“Amendment”) is between the Knoxville Utilities Board (hereinafter called “KUB”) and Union Data LLC (hereinafter called “Customer”).

Customer now desires to amend the Contract for the remainder of its term for the purpose of increasing its Power Supply Contract Demand.

KUB agrees to amend the Contract to increase the Customer’s Power Supply Contract Demand pursuant to the terms and conditions of this Amendment.

KUB and Customer therefore covenant and agree as follows:

SECTION 1 – EFFECTIVE DATE

This Amendment takes effect on April 1, 2021.

SECTION 2 – AMENDMENT OF CONTRACT

KUB and the Customer amend the Contract as follows:

The Contract (Power Supply Contract Demand) shall be amended to read:

The on-peak demand of 780 kW and an off-peak demand of 6,800 kW.

Service Agreement ID: 3070831616


		Page 1

LOGO

SECTION 3 – POWER SUPPLY CONTRACT WILL REMAIN IN FULL FORCE & EFFECT.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written.


Attest: (Union Data LLC.)		Attest: (KUB)

By:	/s/ Edward L. Medford	By:	/s/ Tiffany Martin
Title:	VP Energy Management	Title:	VP and CCO
Print Name:	Edward L. Medford	Print Name:	Tiffany Martin
Date:	March 8, 2021	Date:	3/9/2021


		Page 2

Exhibit 10.8.1

FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

among

GRIID INFRASTRUCTURE LLC

as Borrower,

the Lenders from time to time party hereto,

and

Blockchain Access UK Limited

as Agent

Dated as of October 9, 2022

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			1
Section 1.1	Definitions		1
Section 1.2	Accounting Terms and Determinations		29
Section 1.3	Time for Performance		29
Section 1.4	Other Terms; Headings		29
Section 1.5	Divisions		30
ARTICLE II THE CREDIT FACILITIES			30
Section 2.1	The Loan		30
Section 2.2	[Reserved]		31
Section 2.3	[Reserved]		31
Section 2.4	[Reserved]		31
Section 2.5	Repayments and Prepayments		31
Section 2.6	Maintenance of Loan Account; Statements of Account		32
Section 2.7	[Reserved]		32
Section 2.8	Term		32
Section 2.9	Payment Procedures		32
Section 2.10	Designation of a Different Lending Office		33
Section 2.11	Defaulting Lenders		33
Section 2.12	[Reserved]		34
Section 2.13	Sharing of Payments, Etc.		34
ARTICLE III [RESERVED]			35
ARTICLE IV INTEREST, FEES AND EXPENSES			35
Section 4.1	Interest		35
Section 4.2	Interest After Event of Default		35
Section 4.3	[Reserved]		35
Section 4.4	Late Fee		35
Section 4.5	[Reserved]		35
Section 4.6	[Reserved]		35
Section 4.7	[Reserved]		35
Section 4.8	Calculations		36
Section 4.9	Increased Costs		36
Section 4.10	Taxes		37
ARTICLE V CONDITIONS TO EFFECTIVENESS			40
Section 5.1	Conditions to Closing Date		40
ARTICLE VI REPRESENTATIONS AND WARRANTIES			41
Section 6.1	Organization, Good Standing and Qualification		41
Section 6.2	Locations of Offices, Records and Collateral		42
Section 6.3	Authority		42
Section 6.4	Enforceability		42
Section 6.5	No Conflict		42


Section 6.6	Consents and Filings	42
Section 6.7	Ownership; Subsidiaries	43
Section 6.8	[Reserved]	43
Section 6.9	[Reserved]	43
Section 6.10	Accuracy and Completeness of Information	43
Section 6.11	Legal and Trade Name	43
Section 6.12	No Broker’s or Finder’s Fees	43
Section 6.13	Investment Company	43
Section 6.14	Margin Stock	43
Section 6.15	Taxes and Tax Returns	44
Section 6.16	No Judgments or Litigation	44
Section 6.17	Title to Property	44
Section 6.18	No Other Indebtedness	44
Section 6.19	[Reserved]	44
Section 6.20	Compliance with Laws	44
Section 6.21	Rights in Collateral; Priority of Liens	45
Section 6.22	ERISA	45
Section 6.23	Intellectual Property	46
Section 6.24	Labor Matters	46
Section 6.25	Compliance with Environmental Laws	46
Section 6.26	Licenses and Permits	47
Section 6.27	Compliance with Anti-Terrorism Laws	47
Section 6.28	Government Regulation	47
Section 6.29	Material Contracts	48
Section 6.30	[Reserved]	48
Section 6.31	Financial Statements	48
Section 6.32	[Reserved]	48
Section 6.33	Anti-Money-Laundering Laws and Anti-Corruption Laws	48
Section 6.34	Public Utility	48
ARTICLE VII AFFIRMATIVE COVENANTS OF THE BORROWERS		48
Section 7.1	Existence	48
Section 7.2	Maintenance of Property; Collateral Equipment	48
Section 7.3	[Reserved]	49
Section 7.4	Taxes	49
Section 7.5	Requirements of Law	49
Section 7.6	Insurance	49
Section 7.7	Books and Records; Inspections	50
Section 7.8	Notification Requirements	51
Section 7.9	Casualty Loss	53
Section 7.10	Qualify to Transact Business	54
Section 7.11	Financial Reporting	54
Section 7.12	Payment of Liabilities	55
Section 7.13	ERISA	55
Section 7.14	Environmental Matters	55
Section 7.15	Intellectual Property	56
Section 7.16	[Reserved]	56


Section 7.17	[Reserved]	56
Section 7.18	[Reserved]	56
Section 7.19	Anti-Money Laundering Laws and Anti-Corruption Laws and International Trade Laws	56
Section 7.20	Formation of Subsidiaries	56
Section 7.21	Landlord Waivers	57
Section 7.22	Further Assurances	57
Section 7.23	[Reserved]	57
ARTICLE VIII NEGATIVE COVENANTS		58
Section 8.1	Indebtedness	58
Section 8.2	Contingent Obligations	59
Section 8.3	Entity Changes, Etc.	59
Section 8.4	Change in Nature of Business	60
Section 8.5	Sales, Etc. of Assets	60
Section 8.6	Use of Proceeds	60
Section 8.7	[Reserved]	61
Section 8.8	Liens	61
Section 8.9	Dividends, Redemptions, Distributions, Etc.	61
Section 8.10	Investments	61
Section 8.11	[Reserved]	62
Section 8.12	Fiscal Year	63
Section 8.13	Accounting Changes	63
Section 8.14	[Reserved]	63
Section 8.15	ERISA Compliance	63
Section 8.16	Prepayments and Amendments	63
Section 8.17	[Reserved]	64
Section 8.18	Activities of Holdings	64
Section 8.19	[Reserved]	64
Section 8.20	[Reserved]	64
Section 8.21	Negative Pledge	64
Section 8.22	Affiliate Transactions	64
ARTICLE IX [RESERVED]		65
ARTICLE X EVENTS OF DEFAULT		65
Section 10.1	Events of Default	65
Section 10.2	Acceleration	66
Section 10.3	Other Remedies	67
Section 10.4	License for Use of Software and Other Intellectual Property	68
Section 10.5	Post-Default Allocation of Payments	68
Section 10.6	No Marshalling; Deficiencies; Remedies Cumulative	68
Section 10.7	Waivers	69
Section 10.8	Further Rights of Agent and the Lenders	69
Section 10.9	Interest After Event of Default	69
Section 10.10	Receiver	69
Section 10.11	Rights and Remedies not Exclusive	70

iii


ARTICLE XI THE AGENT		70
Section 11.1	Appointment of Agent	70
Section 11.2	Nature of Duties of Agent	70
Section 11.3	Lack of Reliance on Agent	71
Section 11.4	Certain Rights of Agent	71
Section 11.5	Reliance by Agent	71
Section 11.6	Indemnification of Agent	71
Section 11.7	Agent in Its Individual Capacity	71
Section 11.8	Holders of Notes	72
Section 11.9	Successor Agent	72
Section 11.10	Collateral Matters	72
Section 11.11	Actions with Respect to Defaults	73
Section 11.12	Delivery of Information	73
Section 11.13	Erroneous Payments	74
ARTICLE XII GENERAL PROVISIONS		74
Section 12.1	Notices	74
Section 12.2	Delays; Partial Exercise of Remedies	75
Section 12.3	Right of Setoff	76
Section 12.4	Indemnification; Reimbursement of Expenses of Collection	76
Section 12.5	Amendments, Waivers and Consents	77
Section 12.6	Nonliability of Agent and Lenders	77
Section 12.7	Assignments and Participations	78
Section 12.8	Counterparts; Facsimile Signatures	81
Section 12.9	Severability	81
Section 12.10	Maximum Rate	81
Section 12.11	Borrowers, Jointly and Severally	82
Section 12.12	Entire Agreement; Successors and Assigns; Interpretation	82
Section 12.13	LIMITATION OF LIABILITY	82
Section 12.14	GOVERNING LAW	83
Section 12.15	SUBMISSION TO JURISDICTION	83
Section 12.16	JURY TRIAL	83
Section 12.17	Non-Public Information	84
Section 12.18	Agent Titles	85
Section 12.19	Publicity	85
Section 12.20	No Third Party Beneficiaries	85
Section 12.21	Confidentiality	85
Section 12.22	Patriot Act Notice	86
Section 12.23	Advice of Counsel	86
Section 12.24	Captions	86
Section 12.25	[Reserved]	86
Section 12.26	Right to Cure	86
Section 12.27	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	86
Section 12.28	Time	87
Section 12.29	Keepwell	87
Section 12.30	Platform	87
Section 12.31	Acknowledgment of Prior Liens and Continuation Thereof	88
Section 12.32	No Novation	88


Schedules

Schedule 6.1		Jurisdictions; Tax ID Numbers and Organizational ID Numbers
Schedule 6.2		Locations of Collateral, Real Property and Processor Locations
Schedule 6.6		Consents and Authorizations
Schedule 6.7		Ownership; Subsidiaries
Schedule 6.16		Judgments; Litigation
Schedule 6.23		Intellectual Property
Schedule 6.29		Material Contracts
Schedule 8.1		Existing Indebtedness
Schedule 8.2		Contingent Obligations
Schedule 8.8		Existing Liens
Schedule 8.10		Existing Investments
Schedule 8.22		Affiliate Transactions

Exhibits

Exhibit A		Term Loan Note
Exhibit B		[Reserved]
Exhibit C		[Reserved]
Exhibit D		[Reserved]
Exhibit E		Compliance Certificate
Exhibit F-1		Assignment and Acceptance
Exhibit F-2		Form of Joinder
Exhibits G-1 to G-4		U.S. Tax Compliance Certificates

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, is entered into as of October 9, 2022, among (i) GRIID INFRASTRUCTURE LLC, (“Griid”), a Delaware limited liability company, Holdings (as defined below), and those additional Persons that are joined as a party hereto as borrowers by executing the form of Joinder attached hereto as Exhibit F-2 (Griid, together with such additional Persons, each, a “Borrower’’ and individually and collectively, jointly and severally, the “Borrowers’’), (ii) each of the lenders identified as a “Lender” on Annex I attached hereto (together with each of its respective successors and assigns, if any, each a “Lender” and, collectively, the “Lenders”), and (iii) Blockchain Access UK Limited (“BCUK”), acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, herein called the “Agent’’).

RECITALS

WHEREAS, certain of the Borrowers and BCUK are parties to that certain Third Amended and Restated Credit Agreement, dated as of November 19, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “Existing Credit Agreement”); and

WHEREAS, Borrowers, BCUK, and the other parties hereto desire to amend and restate the Existing Credit Agreement in its entirety on the terms and conditions set forth herein, it being understood that no repayment of the Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement is being effected hereby, but merely an amended and restatement in accordance with the terms hereof;

NOW, THEREFORE, in respect of the foregoing premises and other valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Borrowers, the Lenders, and Agent, each intending to be legally bound, hereby agree to amend and restate the Existing Credit Agreement in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Any terms (whether capitalized or lower case) used in this Agreement that are defined in the UCC (including, without limitation, Account, Account Debtor, Chattel Paper, Commercial Tort Claims, Deposit Account, Drafts, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Property, Instruments, Letters of Credit, Letter of Credit Rights, Promissory Notes, Proceeds, Securities Account and Supporting Obligations) shall be construed and defined as set forth in the UCC unless otherwise defined herein. In addition, as used herein, the following terms shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate” means, as to any Person, any other Person who directly or indirectly Controls, is under common Control with, is Controlled by or is a director, officer, manager or general partner of such Person, provided that, in any event, any Person who owns directly or indirectly 20% or more of the Voting Interests of a Person, shall be deemed to control such Person. Without limitation of the foregoing, the following Persons shall at all times constitute Affiliates of each Borrower: (i) each other Borrower, (ii) each Guarantor, (iii) James D. Kelly III; and (iv) all Subsidiaries.

“Agent” has the meaning specified in the preamble to this Agreement.

“Agent’s Payment Account” means an account designated on the Closing Date and from time to time thereafter by Agent to the Lenders and Borrowers as the “Agent’s Payment Account’’.

“Agreement” means this Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business.

“Anti-Money Laundering Laws” means the applicable statutes, laws, regulations or rules in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto, including, but not limited to, the Bank Secrecy Act (31 U.S.C. § 5311 et seq) and the Patriot Act.

“Applicable Rate” means 10.00% per annum.

“Approved Platform” means (i) Coinbase Prime (provided that any Digital Currency wallet accounts maintained by any Loan Party thereon (other than Excluded Accounts) are subject to a Control Agreement in favor of Agent (on behalf of the Secured Parties)), (ii) platforms operated by Blockchain, and (iii) such other platforms as may be expressly agreed to in writing by Blockchain from time to time in its reasonable discretion.

“Assignment and Acceptance” means an Assignment and Acceptance entered into by a Lender and its assignee, and accepted by Agent, to be substantially in the form of Exhibit F-1.

“Auditors” means a nationally recognized firm of independent public accountants selected by Borrowers and reasonably satisfactory to the Required Lenders (or Agent acting at the direction of the Required Lenders).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as that title may be amended from time to time, or any successor statute.

“BCUK” has the meaning specified in the recitals hereto.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Blockchain” means Blockchain.com Group Holdings, Inc., BCUK, Blockchain.com, Inc. and/or their Affiliates, as applicable.

“Borrower” and “Borrowers” have the respective meanings specified in the preamble to this Agreement.

“Business Day” means any day other than a Saturday, a Sunday or any other day on which commercial banks in New York, New York are required or permitted by law to close.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” means that portion of the obligations under a Capital Lease which, under GAAP, is or will be required to be capitalized on the books of the lessee, taken at the amount thereof accounted for as Indebtedness (net of Interest Expense) in accordance with GAAP, provided that “Capitalized Lease Obligations” shall not include capitalized lease payments that would otherwise have been classified as operating expenses prior to the Borrower’s adoption of ASC 842 (regardless of when such lease was entered into).

“Cash Equivalents” means (i) securities issued, guaranteed or insured by the United States or any of its agencies with maturities of not more than one year from the date acquired; (ii) certificates of deposit with maturities of not more than one year from the date acquired, issued by (A) a Lender or its Affiliates; (B) any U.S. federal or state chartered commercial bank of recognized standing which has capital and unimpaired surplus in excess of $500,000,000; or (C) any bank or its holding company that has a short-term commercial paper rating of at least A-1 or the equivalent by Standard & Poor’s Ratings Services or at least P-1 or the equivalent by Moody’s Investors Service, Inc.; (iii) repurchase agreements and reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (i) above and entered into only with commercial banks having the qualifications described in clause (ii) above or such other financial institutions with a short-term commercial paper rating of at least A-1 or the equivalent by Standard & Poor’s Ratings Services or at least P-1 or the equivalent by Moody’s Investors Service, Inc.; (iv) commercial paper, other than commercial paper issued by Borrowers or any of its Affiliates, issued by any Person incorporated under the laws of the United States or any state thereof and rated at least A-1 or the equivalent thereof by Standard & Poor’s Ratings Services or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc., in each case with maturities of not more than one year from the date acquired; and (v) investments in money market funds registered under the Investment Company Act of 1940, which have net assets of at least $500,000,000 and at least eighty-five percent (85%) of whose assets consist of securities and other obligations of the type described in clauses (i) through (iv) above.

“Cash Interest Payment Commencement Date” shall mean (i) in the case that the SPAC Transaction is consummated, the date that is twelve (12) months after the date of the consummation of the SPAC Transaction, and (ii) in the case that the SPAC Transaction is not consummated, the date that the Merger Agreement is terminated.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty; (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (A) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (B) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Claims” has the meaning specified in Section 12.4(a).

“Closing Date” means October 9, 2022.

“Code” means the Internal Revenue Code of 1986, as in effect from time to time, and all regulations and guidelines promulgated thereunder.

“Collateral” means all assets and interests in assets and Proceeds thereof now owned or hereafter acquired by any Loan Party or its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

“Collateral Equipment” means the Digital Currency Miners purchased with loans provided by the Lenders under this Agreement or otherwise.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq), as amended from time to time, and any successor statute, and all regulations and guidelines promulgated thereunder.

“Compliance Certificate” has the meaning specified in Section 7.11(d).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contingent Obligation” means any direct, indirect, contingent or non-contingent guaranty or obligation for the Indebtedness of another Person, except endorsements in the ordinary course of business.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall mean a control agreement, in form and substance reasonably satisfactory to the Required Lenders, executed and delivered by the applicable Loan Party, Agent, and the applicable securities intermediary or bank, which agreement is sufficient to give Agent “control” over each of such Loan Party’s securities accounts or deposit accounts, as the case may be, maintained by a branch office or bank located within the U.S.; provide that such “control” shall only be required to be customary “springing control”.

“Controlled Accounts” has the meaning specified in Section 7.24.

“Copyright Security Agreement” means a copyright security agreement, in form and substance reasonably satisfactory to the Required Lenders, pursuant to which each Loan Party that has Copyrights shall grant a specific security interest as security for the Obligations, as amended, restated, supplemented or otherwise modified from time to time.

“Copyrights” means (i) any and all copyright rights in any works subject to the copyright laws of the United States or any other country or group of countries, whether as author, assignee, transferee or otherwise, (ii) all registrations and applications for registration of any such copyright in the United States or any other country or group of countries, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office and the right to obtain all renewals thereof, including those listed on Schedule 6.23; (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing; and (iv) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.

“Covered Party” has the meaning specified in Section 12.33.

“Default” means any of the events specified in Section 10.1, which, with the giving of notice or lapse of time, or both, or the satisfaction of any other condition, would constitute an Event of Default.

“Defaulting Lender” any Lender that (i) has failed to perform any funding obligations hereunder, including in respect of the making of Loans and such failure is not cured within three (3) Business Days; (ii) has notified Agent, any other Lender or any Loan Party that such Lender does not intend to comply with its funding obligations hereunder or has made a public statement to the effect that it does not intend to comply with its funding obligations hereunder or under any other credit facility; (iii) has failed, within three (3) Business Days following request by Agent or Borrowers, to confirm in a manner satisfactory to Agent or Borrowers that such Lender will comply with its funding obligations hereunder; (iv) has become the subject of a Bail-In Action; or

(v) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Event or taken any action in furtherance thereof; provided that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equity interest in such Lender or parent company. Any determination by Agent that a Lender is a Defaulting Lender shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to Borrowers and each Lender.

“Digital Currency” means Bitcoin (BTC).

“Digital Currency Miners” means Digital Currency mining hardware.

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (i) mature automatically or are mandatorily redeemable (other than solely for Equity Interests issued by Parent (and not, in either case, by one or more of its Subsidiaries) that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (ii) are redeemable at the option of the holder thereof (other than solely for Equity Interests issued by Parent (and not, in either case, by one or more of its Subsidiaries) that are not Disqualified Equity Interests), in whole or in part, (iii) provide for the scheduled payments of dividends in cash that are payable without further action or decision of Parent, or (iv) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Termination Date.

“Disqualified Institution” shall mean (i) any of the Persons identified by the Borrowers in writing to the Lenders that is an operating company directly engaged in substantially similar business operations as the Borrowers and their Subsidiaries (a “Competitor”) (including for the avoidance of doubt, any Person that is a controlled Subsidiary Affiliate of such Competitor that is readily identifiable as such by name or has been identified by the Borrowers in writing to the Lenders); provided that the Borrowers may update the list of Persons identified hereunder from time to time to include any other Person without retroactive effect, and (ii) any vulture or distressed debt fund.

“Dollars” and the sign “$” means freely transferable lawful currency of the United States of America.

“EEA Financial Institution” means (i) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country which is a parent of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (i) or (ii) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person other than a Disqualified Institution and a natural person.

“Entity” for each Loan Party (other than an individual), means its status, as applicable, as a corporation, limited liability company or limited partnership.

“Environment” means ambient air, indoor air, surface water (including potable waters, navigable waters and wetlands), groundwater, surface and subsurface strata, natural resources, wildlife, plant life, biota, and the work place or as otherwise defined in Environmental Laws.

“Environmental Action” means any summons, citation, notice of investigation or judicial or administrative proceeding, action, suit, abatement order or other order, judgment, decree or directive (conditional or otherwise) from any Governmental Authority, or any written notice of violation, complaint, claim, or other demand from any Person arising (i) pursuant to Environmental Laws, (ii) in connection with any actual or alleged violation of, or liability pursuant to, Environmental Laws, including any Permits issued pursuant to Environmental Laws, (iii) in connection with any Hazardous Materials, including the presence or Release of, or exposure to, any Hazardous Materials and any abatement, removal, remedial, corrective or other response action related to Hazardous Materials, or (iv) in connection with any actual or alleged damage, injury, threat or harm to health, safety or the Environment.

“Environmental Laws” means all federal, state and local statutes, laws (including common laws), rulings, regulations, ordinances, codes, legally binding and enforceable policies or guidelines or governmental, administrative or judicial directives, judgments, orders or interpretations of any of the foregoing now or hereafter in effect relating to pollution or protection of human health or the Environment including, without limitation, laws and regulations relating to emissions, discharges, Releases or threatened Releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of or exposure to any Hazardous Materials, in each case as amended from time to time.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation, feasibility study, removal, remediation or post remediation monitoring or action), fines, penalties, sanctions, and interest incurred as a result of any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equity Interests” means (i) in the case of a corporation, its capital stock, (ii) in the case of a limited liability company, its membership interests, and (iii) in the case of a limited partnership, its general and limited partnership interests, including in each case, all of the following rights relating to such Equity Interests, whether arising under the Governing Documents of the Entity issuing such Equity Interests or under any applicable law of such Entity’s jurisdiction of organization or formation: (x) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (y) all voting rights and rights to consent to any particular actions by the applicable issuer; and (z) all management rights with respect to such issuer, but, in each case, excluding any debt security convertible into, or exchangeable for, Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, as in effect from time to time, and all regulations and guidelines promulgated thereunder.

“ERISA Affiliate” means any entity that, together with a Loan Party, is required at any relevant time to be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, or under Section 4001(a)(14) of ERISA. Any former ERISA Affiliate of any Loan Party shall continue to be considered an ERISA Affiliate of such Loan Party for purposes of this definition with respect to the period such entity was an ERISA Affiliate of such Loan Party and with respect to liabilities arising after such period for which such Loan Party would be liable under the Code or ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” means the occurrence of any of the events specified in Section 10.1.

“Event of Loss” means, with respect to any property, any of the following: (a) any loss, destruction or damage of such property; or (b) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property, or confiscation of such property or the requisition of the use of such property.

“Excluded Accounts” means (a) deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for any Loan Party’s employees, (b) accounts used specially and exclusively for withholding tax, trust, escrow, customer funds and other fiduciary purposes, (c) Other Permitted Accounts, and (d) Digital Currency wallet accounts holding less than 10 BTC in the aggregate for all such accounts, provided that any amounts on deposit in such Digital Currency wallet accounts are generated from or received by the Loan Parties from (i) proceeds of Indebtedness (other than the Obligations), or (ii) issuances of Equity Interests (and for the avoidance of doubt (x) Digital Currency Miners acquired from the proceeds of, or (y) Investments made with proceeds of, such Indebtedness or Equity Interests), in each case entered into and arising after the Closing Date.

“Excluded Subsidiary” means (i) any Subsidiary that is not a wholly owned Subsidiary, (ii) any Immaterial Subsidiary, and (iii) any Subsidiary to the extent the Required Lenders and the Borrowers mutually and reasonably determine the cost and/or burden (including any adverse tax consequences) of making such Subsidiary a Loan Party outweighs the benefit to Agent and

Lenders.; provided that, no such Subsidiary shall at an time owns Intellectual Property that is material to the business of the Loan Parties and their Subsidiaries, it being understood that, to the extent to the extent any such Subsidiary owns Intellectual Property that is material to the business of the Loan Parties and their Subsidiaries it shall be deemed not to be an Excluded Subsidiary notwithstanding the preceding clauses (i) through (iii).

“Excluded Swap Obligation” means any obligation of any Loan Party to pay or perform under any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party (including by virtue of the joint and several liability provisions of Section 12.11) of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time such guaranty or the grant of such security interest becomes effective with respect to such Swap Obligation (after giving effect to Section 12.29). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.10, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 4.10(g) and (iv) any withholding Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning specified in the recitals hereto.

“Existing Security Agreement” means the “Security Agreement” as defined in the Existing Credit Agreement.

“Existing Warrant” means that certain Class B Warrant No. 2020-01 issued by Griid on or about July 1, 2020, in favor of the BCUK in respect of ten (10) Class B Units of Griid, which warrant has been cancelled and replaced by the Supplemental Warrant.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any

agreements entered into pursuant to Section 147l(b)(l) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the fluctuating interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by Agent from three federal funds brokers of recognized standing selected by it, as determined in good faith by Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any Person succeeding to the functions thereof.

“Financial Statements” means, with respect to the Loan Parties and their Subsidiaries on a consolidated basis, the balance sheets, profit and loss statements, statements of cash flow, and statements of changes in intercompany accounts, if any, of the Loan Parties and their Subsidiaries on a consolidated basis for the period specified, prepared in accordance with GAAP and consistent with prior practices and, except in the case of annual audited Financial Statements, a comparison in reasonable detail to the balance sheets, profit and loss statements, statements of cash flow, and statements of changes in intercompany accounts for the same year-to-date and month periods of the immediately preceding year.

“Foreign Lender” means (i) if Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination. Notwithstanding anything to the contrary in this definition or in this Agreement, in the event of a change under GAAP (or the application thereof) requiring any leases to be capitalized that are not required to be capitalized as of the Closing Date, only those leases that would result or would have resulted in Capitalized Lease Obligations on the Closing Date will be considered capital leases and all calculations under this Agreement will be made in accordance therewith.

“GEM Share Purchase Agreement” means that certain Share Purchase Agreement, dated as of September 9, 2022, by and among Borrower, the SPAC, GEM Global Yield LLC SCS, and GEM Yield Bahamas Limited, as may be amended or modified from time to time.

“Governing Body” means (i) in the case of a corporation, its board of directors or shareholders, (ii) in the case of a limited liability company, its managers or members, and (iii) in the case of a limited partnership, its general partner(s), or in each case, another comparable governing body of the applicable Entity.

“Governing Documents” means (i) in the case of a corporation, its articles (or certificate) of incorporation and bylaws, (ii) in the case of a limited liability company, its articles (or certificate) of organization (or formation) and its operating agreement, and (iii) in the case of a limited partnership, its articles (or certificate) of limited partnership and its limited partnership agreement, or in each case, another comparable governing document of the applicable Entity.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any supranational or other any entity exercising executive, legislative, judicial, regulatory or administrative functions thereof or pertaining thereto, in each case whether associated with a state of the United States, the United States, or a foreign entity or government, or a supranational authority, including, without limitation, the European Union.

“Government Official” means any employee, official, representative, or other Person acting on behalf of any Governmental Authority or department, agency or instrumentality thereof, or of any public international organization, or any political party or official thereof, or candidate for political office, or a relative of any such individual.

“Guarantors” means each Borrower, as to the other Borrowers, and each other Person that guarantees, in whole or in part, the Obligations on the Closing Date or at any time thereafter.

“Guaranty and Security Agreement” means that certain Second Amended and Restated Guaranty and Security Agreement dated of even date herewith, by each of the Loan Parties and Agent.

“Hazardous Materials” means any and all pollutants, contaminants and toxic, caustic, radioactive and hazardous materials, substances and wastes including petroleum or petroleum distillates, urea formaldehyde foam insulation, asbestos or asbestos-containing materials, whether or not friable, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature, that are regulated under any Environmental Laws.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging agreement. The term “Hedging Agreement,” as used herein, shall extend to and include any Swap Obligation.

“Highest Lawful Rate” has the meaning set forth in Section 12.10.

“Holdings” means Parent.

“Hosting Agreement” means that certain Amended and Restated Mining Services Agreement, dated as of October 9, 2022, by and between Griid and Blockchain Capital Solutions (US) Inc., a Delaware corporation.

“Hosting Obligations” means obligations of any Loan Party or any of its Subsidiaries pursuant to the Hosting Agreement.

“Immaterial Subsidiary” shall mean, as at any date of determination, any Subsidiary of the Borrower that, together with its Subsidiaries, (a) generates less than 5% of the consolidated revenues of the Loan Parties and their Subsidiaries for the four ( 4) fiscal quarter period for which financial statements have been delivered (or are required to have been delivered) under Section 7.11(a) or 7.11(c), as applicable, that has ended on or most recently prior to such date and (b) owns less than 5% of the consolidated total assets of the Loan Parties and their Subsidiaries as reflected in the financial statements most recently delivered on or prior to such date; provided that (i) all Immaterial Subsidiaries shall not account for more than (a) 5% of the consolidated revenues of the Loan Parties and their Subsidiaries for the four (4) fiscal quarter period for which financial statements have been delivered (or are required to have been delivered) under Section 7.11(a) or7.11(c), as applicable, that has ended on or most recently prior to such date or (b) 5% of the consolidated total assets of the Loan Parties and their Subsidiaries as reflected in the financial statements most recently delivered on or prior to such date; (ii) for the purpose of calculating the applicable percentage of consolidated revenues of the Loan Parties and their Subsidiaries in this definition of “Immaterial Subsidiary”, any Subsidiary with consolidated revenues as of the end of the applicable four (4) fiscal quarter period of less than or equal to $0 shall be deemed to have revenues of $0.

“Indebtedness” means, with respect to any Person, as of the date of determination thereof (without duplication of the same obligation under any other clause hereof), (i) all obligations of such Person for borrowed money of any kind or nature, including funded and unfunded debt, (ii) all monetary obligations of such Person owing under Hedging Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedging Agreement were terminated on the date of determination), (iii) all obligations of such Person to pay the deferred purchase price of assets (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business and not more than 90 days past due) and any earn-out or similar obligations, (iv) all Capitalized Lease Obligations, (v) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right to be secured) a Lien on any asset of such Person whether or not the Indebtedness is assumed by such Person, (vi) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreements in the event of default are limited to repossession or sale of such property), (vii) any Disqualified Equity Interests, (viii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, and (ix) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (i) through (viii) above. For purposes of this definition, (A) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (B) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (1) if applicable, the limited amount of such obligations, and (2) if applicable, the fair market value of such assets securing such obligation.

“Indemnified Party” has the meaning specified in Section 12.4(a).

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Independent Director” means a director that is independent under the listing standards of The New York Stock Exchange.

“Insolvency Event” means, with respect to any Person, the occurrence of any of the following: (i) such Person shall be adjudicated insolvent or bankrupt or institutes proceedings under the Bankruptcy Code or otherwise to be adjudicated insolvent or bankrupt, or shall generally fail to pay or admit in writing its inability to pay its debts as they become due, (ii) such Person shall seek dissolution or reorganization or the appointment of a receiver, trustee, custodian, liquidator, administrative receiver, administrator, compulsory manager or similar officer for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, (iii) such Person shall make a general assignment for the benefit of its creditors, or consent to or acquiesce in the appointment of a receiver, trustee, custodian, liquidator, administrative receiver, administrator, compulsory manager or other similar officer for a substantial portion of its property, assets or business, (iv) such Person shall file a voluntary petition under, or shall seek the entry of an order for relief under, any bankruptcy, insolvency or similar law, including the Bankruptcy Code, (v) such Person shall take any corporate, limited liability company, partnership or similar act, as applicable, in furtherance of any of the foregoing, (vi) an involuntary proceeding is commenced against such Person under, any bankruptcy, insolvency or similar law, including the Bankruptcy Code and, solely for the purposes of Section 10.1 hereof (and not any other provision hereof) any of the following events occur: (A) such Person consents to the institution of such proceeding against it, (B) the petition commencing the proceeding is not timely controverted, (C) the petition commencing the proceeding is not dismissed within sixty ( 60) days of the date of the filing thereof, (D) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Person, or (c) an order for relief shall have been issued or entered therein, (vii) the value of the assets of any Person is less than its liabilities (taking into account contingent and prospective liabilities), (viii) a moratorium is declared in respect of any indebtedness of any Person, or (ix) such Person, or a substantial portion of its property, assets or business, shall become the subject of a petition for (A) its dissolution, the suspension of payments, a moratorium of any indebtedness, winding-up, administration or reorganization (by way of voluntary arrangement, scheme or arrangement or otherwise) or (B) the appointment of a receiver, trustee, custodian or liquidator, administrative receiver, administrator, compulsory manager or other similar officer and (I) such proceeding shall not be dismissed or stayed within sixty (60) days or (II) such receiver, trustee, custodian or liquidator shall be appointed; provided that the Lenders shall have no obligation to make any Loans during the pendency of any sixty (60) day period described in this definition. For the avoidance of doubt, an “Insolvency Event” includes an analogous procedure or step being taken in any jurisdiction with respect to that Person.

“Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including

source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

“Intel” means Intel Corporation.

“Intel Supply Agreement” means an agreement by and between Griid and Intel permitting Griid to purchase components of Digital Currency Miners from Intel initially worth, in the aggregate, approximately Sixty-Five Million Dollars ($65,000,000), as amended by that certain Amendment One to the Bonanza Mine Supply Agreement, entered into and effective as of September 9, 2022.

“Interest Expense” means, for any period, all interest with respect to Indebtedness (including, without limitation, the interest component of Capitalized Lease Obligations) accrued or capitalized during such period (whether or not actually paid during such period) determined in accordance with GAAP.

“Interest Payment Date” means (a) with respect to all Loans, (i) prior to the Cash Interest Payment Commencement Date, the seventh day of each calendar quarter during any period in which such Loan is outstanding, and (ii) after the Cash Interest Payment Commencement Date: (x) if the SPAC Transaction has been consummated, the seventh day of each calendar quarter during any period in which such Loan is outstanding, and (y) if the SPAC Transaction has not been consummated, the seventh day of each calendar month during any period in which such Loan is outstanding, (b) with respect to any Loans that are prepaid, the date of such prepayment, and (c) with respect to all Loans, the Termination Date or such earlier date on which the Loans are accelerated.

“Interests” has the meaning specified in Section 8.9.

“Internal Revenue Service” or “IRS” means the United States Internal Revenue Service and any successor agency.

“International Trade Laws” means any (i) Sanctions (ii) U.S. export control laws, including, without limitation, the International Traffic in Arms Regulations (22 CFR §§ 120-130, as amended), the Export Administration Regulations (15 CFR §§ 730-774, as amended) and any regulation, order, or directive promulgated, issued or enforced pursuant to such laws; (iii) laws pertaining to imports and customs, including those administered by the Bureau of Customs and Border Protection in the United State Department of Homeland Security (and any successor thereof) and any regulation, order, or directive promulgated, issued or enforced pursuant to such laws; (iv) the anti-boycott laws administered by the U.S. Department of Commerce and the U.S. Department of the Treasury and (v) export, import and customs laws of other countries in which any Loan Party has conducted and/or currently conducts business.

“Investment” in any Person means, as of the date of determination, (i) any payment or contribution, or commitment to make a payment or contribution, in or to such Person including property contributed or committed to be contributed to such Person for or in connection with its

acquisition of any stock, bonds, notes, indebtedness, debentures, partnership or other ownership interest or any other security of such Person, (ii) any payment or contribution, or commitment to make a payment or contribution, for all or substantially all of the assets of such Person (or of any division or business line of such other Person), (iii) any loan, advance or other extension of credit or guaranty of or other surety obligation for any Indebtedness made to, or for the benefit of, such Person, and (iv) any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. In determining the aggregate amount of Investments outstanding at any particular time, (A) a guaranty (or other surety obligation) shall be valued at not less than the principal outstanding amount of the primary obligation; (B) returns of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution) shall be deducted; (C) earnings, whether as dividends, interest or otherwise, shall not be deducted; and (D) decreases in the market value shall not be deducted unless such decreases are computed in accordance with GAAP.

“Joinder” means a joinder agreement substantially in the form of Exhibit F-2 to this Agreement.

“Lender” and “Lenders” have the respective meanings specified in the preamble to this Agreement.

“Lender Group Expenses” means all of the following, in each case incurred after the Closing Date (i) costs or expenses (including taxes and insurance premiums) required to be paid by any Loan Party or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by Agent and the Lenders, or any of them, (ii) reasonable and documented out-of-pocket fees or charges paid or incurred by Agent or the Lenders in connection with transactions under any of the Loan Documents, (iii) Agent’s and Lender’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries performed in connection with the transactions contemplated under the Loan Documents, (iv) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any reasonable and documented out-of-pocket costs and expenses incurred in connection therewith, (v) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (vi) reasonable and documented out-of-pocket costs and expenses paid or incurred by Agent and the Lenders, or any of them, to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (vii) reasonable and documented fees and expenses of Agent and the Lenders related to any field examinations, appraisals, inspections or valuations to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 7.7(b), (viii) Agent’s and the Lenders’ reasonable and documented costs and expenses (limited to, in the case of attorneys’ fees and expenses, the reasonable and documented charges and out-of-pocket disbursements of a single lead outside counsel (and reasonably required local counsel) to Agent and the Lenders, together) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan

Documents, Agent’s Liens in and to the Collateral, or the relationship of Agent and the Lenders, or any of them, with any Loan Party or any of its Subsidiaries, (ix) Agent’s and the Lenders’ reasonable and documented out-of-pocket costs and expenses (limited to, in the case of attorneys’ fees and expenses, the reasonable and documented charges and out-of-pocket disbursements of a single lead outside counsel (and reasonably required local counsel) to Agent) incurred in advising, structuring, preparing, drafting, negotiating, executing, reviewing, administering (including travel, meals, and lodging), or amending, enforcing, waiving, or modifying the Loan Documents and Agent’s and Lenders rights thereunder, and (x) Agent’s and each Lender’s reasonable and documented costs and expenses (limited to, in the case of attorneys’ fees and expenses, the reasonable and documented charges and out-of-pocket disbursements of a single lead outside counsel (and reasonably required local counsel) to Agent and the Lenders, together) incurred in terminating, enforcing (including attorneys (limited to the reasonable and documented charges and out-of-pocket disbursements of a single lead outside counsel (and reasonably required local counsel) to Agent and the Lenders, together), accountants, consultants, and other advisors fees and expenses incurred in connection with a ‘‘workout,” a ‘‘restructuring,” or an Insolvency Event concerning any Loan Party or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any remedial action with respect to the Collateral.

“Lien” means any lien, claim, charge, pledge, security interest, assignment, hypothecation, deed of trust, mortgage, lease, conditional sale, retention of title or other preferential arrangement having substantially the same economic effect as any of the foregoing, whether voluntary or imposed by law.

“Loan Account” has the meaning specified in Section 2.6.

“Loan Documents” means this Agreement, the Notes, the Security Documents, the Supplemental Warrant, and any other documents and instruments entered into, now or in the future, by any Loan Party or any of its Subsidiaries under or in connection with this Agreement (but specifically excluding the Hosting Agreement), as each of the same may be amended, restated, supplemented or otherwise modified from time to time.

“Loan Party” means each Borrower and each Guarantor.

“Loans” means the loans and financial accommodations made by the Lenders under this Agreement.

“Margin Stock” shall have the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor hereto.

“Material Adverse Effect” means (i) a material adverse effect on the business, operations, results of operations, assets, liabilities (including contingent liabilities), or financial condition of the Loan Parties and their Subsidiaries (taken as a whole), or (ii) the material impairment of (A) the Loan Parties’ ability to perform their payment or other material obligations under the Loan Documents to which they are a party or (B) the ability of Agent or the Lenders to enforce the Obligations or realize upon the Collateral, or (iii) a material impairment of the enforceability or

priority of Agent’s Liens with respect to all or a material portion of the Collateral other than, in the cases of clauses (ii)(B) and (iii), any material impairment caused by any action or inaction of Agent or the Lenders.

“Material Contract” means (i) the Intel Supply Agreement, (ii) the Hosting Agreement, and (iii) any other agreement or arrangement to which a Loan Party is party (other than the Loan Documents) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” means Indebtedness (other than the Obligations) of any Loan Party in an aggregate principal amount exceeding $5,000,000. For purposes of this definition, the ‘‘principal amount” of the obligations of any Loan Party in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if such Hedging Agreement were terminated at such time.

“Merger Agreement” means that certain Agreement and Plan of Merger dated as of November 29, 2021 made by and among the SPAC, Merger Sub and Parent, as may be amended or modified from time to time.

“Merger Sub” means ADEX Merger Sub, LLC, a Delaware limited liability company.

“Mined Currency” means the Digital Currency mined, generated or otherwise produced by Borrowers and their Subsidiaries using the Collateral Equipment.

“Mined Currency Account” means one or more Digital Currency wallet accounts maintained on an Approved Platform as identified in writing from time to time.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate has contributed within the past six years or with respect to which Borrower or any ERISA Affiliate has any liability, whether fixed or contingent.

“Net Proceeds” means proceeds in cash, checks or other cash equivalent financial instruments (including Cash Equivalents) as and when received by the Person making an issuance of Equity Interests or a disposition, as well as property or casualty insurance proceeds and condemnation and similar awards received on account of an Event of Loss as and when received by the Person suffering an Event of Loss, net of direct fees, costs and expenses (including reasonable legal, accounting and advisory fees and disbursements) relating to such issuance, disposition or Event of Loss excluding amounts payable to a Borrower or any Affiliate of a Borrower.

“Notes” has the meaning specified in Section 2.1(c).

“Obligations” means and includes all loans (including the Loans), advances, debts, liabilities, obligations, covenants and duties owing by the Loan Parties to (i) Agent, the Lenders, or any of them, or any of their respective Affiliates, of any kind or nature, present or future, whether

or not evidenced by any note, guaranty or other instrument, which may arise under, out of, or in connection with, this Agreement, the Notes, the other Loan Documents (including the guaranty contained in the Guaranty and Security Agreement) or any other agreement executed in connection herewith or therewith including the Hosting Agreement, or (ii) Agent, the Lenders, or any of them, or any of their respective Affiliates, of any kind or nature, present or future, whether or not evidenced by any note, guaranty, or other instrument or agreement, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a letter of credit or payment of any draft drawn or other payment thereunder, loan, guaranty, indemnification, or in any other manner, whether direct or indirect (including those acquired by assignment, purchase, discount or otherwise), whether absolute or contingent, due or to become due, now existing or hereafter arising, and however acquired. The term “Obligations” includes all interest, charges, Lender Group Expenses, commitment, facility, closing and collateral management fees, and other fees, interest, charges, expenses, attorneys’ fees and disbursements, and any other sum chargeable to any of the Loan Parties under this Agreement, the Notes and/or the other Loan Documents (including, in each case, any such amounts accruing on or after an Insolvency Event, whether or not such amounts are allowed or allowable following such Insolvency Event), in each case to the extent payable hereunder or under the Loan Documents. Notwithstanding the foregoing, the term “Obligations” shall not include any Excluded Swap Obligations.

“OFAC” has the meaning specified in Section 6.27(d).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Permitted Accounts” has the meaning specified in Section 7.24.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Owners” means the direct or indirect owners of the Equity Interests of Borrowers from time to time.

“Parent” means Griid Holdco, LLC, a Delaware limited liability company, which shall (a) own and control, directly or indirectly, 100% of the Equity Interests of Griid and (b) be a Guarantor hereunder and provide a first priority perfected security interest in all of its assets in support of the Obligations pursuant to the Guaranty and Security Agreement.

“Participant” has the meaning specified in Section 12. 7(e).

“Participant Register” has the meaning specified in Section 12.7(e).

“Patent Security Agreement” means a patent security agreement, in form and substance reasonably satisfactory to the Required Lenders, pursuant to which each Loan Party that has rights in any Patents shall grant a specific security interest in its Patents as security for the Obligations, as amended, restated, supplemented or otherwise modified from time to time.

“Patents” means patents and patent applications, including (i) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iii) the right to sue for past, present, and future infringements thereof, and (iv) all rights corresponding thereto throughout the world.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title II of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Payment in Full” or “Paid in Full” (or words of similar import) means the payment or repayment in full in cash of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted).

“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to the functions thereof.

“Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA (other than a Multiemployer Plan) which a Borrower or any ERISA Affiliate sponsors or maintains, under which a Borrower or any ERISA Affiliate has any liability, whether fixed or contingent, or to which it is making or is obligated to make contributions, or, in the case of a multiple employer plan (as described in Section 4063 or 4064(a) of ERISA), has made contributions at any time during the immediately preceding six ( 6) plan years.

“Permits’’ means, in respect of any Person, all licenses, permits, franchises, consents, rights, privileges, certificates, authorizations, approvals, registrations and similar consents granted or issued by any Governmental Authority to which or by which such Person is bound.

“Permitted Acquisitions” means any acquisition by the Loan Parties of all of the Equity Interests of any Person or all or substantially all of the assets of any Person (or the division or line of business of any Person), in each case, to the extent that (i) the consideration paid by the Loan Parties in respect of such acquisition is in the form of Equity Interests of Parent or, following the SPAC Transaction, the SPAC, (ii) the consideration in respect of such acquisition is funded solely by the proceeds of issuances of Equity Interests of Parent or, following the SPAC Transaction, the SPAC, or (iii) each of the following conditions shall have been satisfied:

(a) the Borrower shall have delivered to the Agent (i) the material agreements, documents or instruments pursuant to which such Permitted Acquisition is to be consummated

(including any management, non-compete, employment or option agreements) and any schedules to such agreements, documents or instruments, (ii) to the extent required under the related acquisition agreement, all consents and approvals from applicable Governmental Authorities and other Persons required to consummate such Permitted Acquisition, and (iii) a due diligence package containing such diligence items as Agent shall reasonably request;

(b) the Loan Parties (including any new Subsidiary to the extent required under this Agreement) shall execute and deliver the agreements, instruments and other documents required by Section 7.20 (within the time periods set forth therein);

(d) the target shall be in the digital currency mining or electrical infrastructure line of business; provided that no such line of business of activity thereunder shall be permitted if as a result thereof the Loan Parties would not be able to make the representation and warranty set forth in Section 6.34 at any time;

(e) there shall not exist on such date, both before and after giving effect to the acquisition, an Event of Default;

(f) [Reserved];

(g) [Reserved];

(h) such acquisition shall be consensual (i.e., not hostile); provided that this clause shall be deemed satisfied in connection with a court approved sale; and

(i) the target shall be organized in and operate primarily within the United States of America.

“Permitted Hedging Agreement” means a Hedging Agreement made by a Loan Party or its Subsidiary in the ordinary course of its business in accordance with the reasonable requirements of its business, and not for speculative purposes; provided that if the counterparty to such Permitted Hedging Agreement is not a Lender or an Affiliate of a Lender, such Permitted Hedging Agreement shall be unsecured (except for Permitted Liens of the type described in clause (xii) of the definition thereof).

“Permitted Holders” means the SPAC and each Person that, as of the Closing Date, holds Equity Interests in Parent.

“Permitted Intercompany Advances” means loans or advances made by (i) a Loan Party to another Loan Party, and (ii) a Subsidiary of a Loan Party that is not a Loan Party to another Subsidiary of a Loan Party that is not a Loan Party.

“Permitted Investments” has the meaning specified in Section 8.10.

“Permitted Liens” means the following:

(i) Liens created hereunder and by the Security Documents;

(ii) Liens securing Indebtedness permitted by Section 8.1(c), provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such assets or within 30 days after the acquisition or the completion of the construction or improvements thereof, (B) such Liens do not at any time encumber any assets other than the assets financed by such Indebtedness and the Proceeds thereof, and (C) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the cost of acquiring, constructing or improving such assets;

(iii) Liens on any property or asset of Borrowers or their Subsidiaries existing on the Closing Date and set forth on Schedule 8.8 and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (A) does not secure an aggregate principal amount of Indebtedness, if any, greater than that secured on the Closing Date and (B) does not encumber any property in any material manner other than the property that secured such original Indebtedness (or would have been required to secure such original Indebtedness pursuant to the terms thereof);

(iv) Liens for taxes, assessments and other governmental charges or levies not yet delinquent or that are being contested by a Borrower or the applicable Subsidiary in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP;

(v) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, processors, freight forwarders, repairmen’s, construction or other like Liens arising in the ordinary course of business securing obligations that are not overdue by more than thirty (30) days or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP;

(vi) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance, and other types of social security;

(vii) [reserved];

(viii) zoning restrictions, easements, encroachments, licenses, restrictions or covenants on the use of any Real Property which do not materially impair either the use of such Real Property in the operation of the business of the applicable Borrower or its Subsidiaries or the value of such Real Property;

(ix) rights of general application reserved to or vested in any Governmental Authority to control or regulate any Real Property, or to use any Real Property in a manner which does not materially impair the use of such Real Property for the purposes for which it is held by a Borrower or any of its Subsidiaries;

(x) [reserved];

(xi) [reserved];

(xii) rights of set-off, banker’s lien, netting agreements and other Liens arising by operation of law or by of the terms of documents of banks or other financial institutions in relation to the maintenance of administration of deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments;

(xiii) Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property, sales of receivables or consignments entered into in the ordinary course of business;

(xiv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(xv) Liens in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in any case not securing Indebtedness;

(xvi) [reserved];

(xvii) Liens arising by virtue of deposits made in the ordinary course of business or on insurance policies and the proceeds thereof to secure liability for premiums to insurance carriers;

(xviii) Liens in respect of judgments, orders or decrees for the payment of money, in each case to the extent not resulting in an Event of Default;

(xix) [reserved];

(xx) [reserved];

(xxii) interests of suppliers of Digital Currency Miners arising pursuant to customary purchase agreements entered into with Borrowers in the ordinary course of business in respect of unpaid installment purchase price amounts; and

(xxi) other Liens securing obligations in an aggregate amount not to exceed $15,000,000.

“Permitted SPAC Expenses” means (i) any costs, fees or expenses incurred by Griid’s managing member in connection with serving as Griid’s managing member and (ii) all other expenses allocable to Griid or otherwise incurred by the Griid’s managing member in connection with operating Griid’s business (including expenses allocated to Griid’s managing member by its Affiliates) including, but not limited to, (a) compensation and meeting costs of the board of directors or any committee of such managing member, (b) any salary, bonus, incentive compensation and other amounts paid to any Person including Affiliates of such managing member

to perform services for Griid, (c) litigation costs and damages arising from litigation, and (d) accounting and legal costs and franchise taxes, in each of the cases of the preceding clauses (i) and (ii) to the extent reasonable and, other than in the case of the preceding subclause (ii)(c), customary similar businesses and business structures, as applicable.

“Permitted Tax Distributions” means, for any taxable year in which any Loan Party is classified for U.S. federal income tax purposes as a partnership or disregarded entity, distributions by any Loan Party to the (direct or indirect) holders of its Equity Interests, in an aggregate amount not to exceed, quarterly, an amount equal to such Loan Party’s good faith estimate of the Applicable Tax (as hereinafter defined) with respect to such Loan Party and its Subsidiaries that are partnerships or disregarded entities for such taxable year. For purposes of this definition, the “Applicable Tax” with respect to any Loan Parties that are partnerships or disregarded entities for a taxable year is equal to the product of: (1) the sum of all items of taxable income or gain of all such Loan Parties for such taxable year less all items of deduction or loss of all such Loan Parties for such taxable year and all prior taxable years (such losses from prior taxable year shall be considered only to the extent that (i) such losses are allowable as a deduction against the current taxable income for such taxable year and are of a character (ordinary or capital) that would permit such losses to be deducted by the direct or indirect holders of the Equity Interests of the Loan Party against the current taxable income of the Loan Party allocable to such direct or indirect holders and (ii) such losses have not previously been taken into account in determining Permitted Tax Distributions) and the amount of any such items shall be determined taking into account any actual adjustments to the basis of such Loan Party’s assets under Sections 734 or 743 of the Code or otherwise and (2) the highest combined (federal, state and local) marginal income tax rate (taking into account, to the extent applicable, the deductibility of state and local income taxes for U.S. federal income tax purposes, the deduction for qualified business income under Section 199A of the Code, and the character of the taxable income in question (i.e., long term capital gain, qualified dividend income, etc.)) applicable to a corporate or individual holder of such Equity Interests, as applicable, for such taxable year.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, joint stock company, association, corporation, institution, entity, party or government (including any division, agency or department thereof) or any other legal entity, whether acting in an individual, fiduciary or other capacity, and, as applicable, the successors, heirs and assigns of each.

“Plan” means any employee benefit plan, as defined in Section 3(3) of ERISA (whether or not subject to ERISA), maintained or contributed to by a Borrower or any ERISA Affiliate or with respect to which any of them may incur liability (whether fixed or contingent) even if such plan is not covered by ERISA pursuant to Section 4(b)(4) thereof (other than a Multiemployer Plan).

“Platform” means Debt Domain, lntralinks, Syndtrak, DebtX or a substantially similar electronic transmission system.

“Pledged Companies” means each Person all or a portion of whose Equity Interests are acquired or otherwise owned by any Loan Party after the Closing Date and which Equity Interests are required to be pledged pursuant to Section 7.20.

“Pledged Interests” means all of each Loan Party’s right, title and interest in and to all of the Equity Interests now owned or hereafter acquired by such Loan Party, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

“Pledged Interests Addendum” means a Pledged Interests Addendum to the Guaranty and Security Agreement, in form and substance reasonably satisfactory to the Required Lenders.

“Prohibited Transaction” has the meaning specified in Section 6.22(a)(iv).

“Pro Rata Share” of any amount means, with respect to any Lender, a fraction (expressed as a percentage), the numerator of which is the aggregate amount of the outstanding Loans of such Lender and the denominator of which is the aggregate outstanding amount of the Loans of all of the Lenders.

“QFC Credit Support” has the meaning specified in Section 12.33.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding Ten Million Dollars ($10,000,000) (or whatever greater or lesser sum as is then prescribed for such purposes under the Commodity Exchange Act) at the time that the relevant guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section la(18)(A)(v)(II) of the Commodity Exchange Act.

“Real Property” means any real property owned or leased by a Loan Party or any Subsidiary of a Loan Party.

“Receivables” means all present and future accounts, including, whether or not constituting “accounts”, any rights to payment for the sale or lease of goods or rendition of services.

“Recipient” means (i) Agent, or (ii) any Lender, as applicable.

“Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as (i) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon, the fees and expenses incurred in connection therewith, any accrued and unpaid interest and by the amount of unfunded commitments with respect thereto, (ii) such

refinancings, renewals, or extensions do not result in a shortening of the final stated maturity or the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are materially adverse to the interests of the Lenders, (iii) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are not less favorable to the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness in any material respect, (iv) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended, (v) if the Indebtedness that is refinanced, renewed or extended was unsecured, such refinancing, renewal or extension shall be unsecured, and (vi) if the Indebtedness that is refinanced, renewed, or extended was secured (A) such refinancing, renewal, or extension shall be secured by substantially the same or less collateral as secured such refinanced, renewed or extended Indebtedness and (B) the Liens securing such refinancing, renewal or extension shall not have a priority more senior than the Liens securing such Indebtedness that is refinanced, renewed or extended.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching into the Environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing Hazardous Materials) and the migration through Environment, including movement through the air, soil, surface water or groundwater,

“Remedial Action” means all actions taken to (i) clean up, remove, remediate, treat, monitor, assess or evaluate Hazardous Materials in the environment, (ii) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public or employee health or welfare or the environment, (iii) restore or reclaim natural resources or the environment, (iv) perform any pre-remedial environmental-related studies, investigations, or post-remedial environmental-related operation and maintenance activities, or (v) conduct any other remedial actions with respect to Hazardous Materials required by Environmental Laws.

“Reportable Event” means any of the events described in Section 4043 of ERISA and the regulations issued thereunder other than a reportable event for which the thirty-day notice requirement to the PBGC has been waived.

“Required Lenders” means Lenders having more than 50% of the sum of all Loans outstanding; provided that the Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Requirement of Law” or “Requirements of Law” means (i) the Governing Documents, (ii) any law, treaty, rule, regulation, order or determination of an arbitrator, court or other Governmental Authority, or (iii) any franchise, license, lease, permit, certificate, authorization, qualification, easement, right of way, or other right or approval binding on a Loan Party or any of its property.

“Responsible Officer” means, with respect to any Loan Party, the chairman, president, chief executive officer, chief financial officer, chief operating officer, vice president, secretary, treasurer or any other individual designated in writing to Agent by an existing Responsible Officer of such Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder.

“Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. Governmental Authorities (including, but not limited to, OFAC the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant Governmental Authority.

“Secured Parties” mean Agent, the Hosting Counterparty, and the Lenders.

“Security Documents” means this Agreement, the Guaranty and Security Agreement, any Copyright Security Agreement, any Patent Security Agreement, any Trademark Security Agreement, and any other agreement delivered in connection herewith which grants or purports to grant a Lien in favor of Agent or any other Secured Party to secure all or any of the Obligations.

“Settlement Agreement” means that certain Settlement and Release Agreement dated as of October 9, 2022, by and among by and among GRIID, Griid Holdings LLC, Griid Holdco LLC, the other Subsidiaries of Griid party thereto, the SPAC, Adit Edtech Sponsor, LLC, each of the lenders identified as a “Lender” on Annex I attached to the Credit Agreement, BCUK, and Blockchain Capital Solutions (US), Inc.

“SPAC” means ADIT Edtech Acquisition Corp., a Delaware corporation, the special purpose acquisition company that is party to the SPAC Transaction, which shall either (i) own, directly or indirectly, 100% of the Equity Interests of Griid, and/or (ii) have management control over Griid.

“SPAC Share Purchase Agreements” means, collectively, (i) the GEM Share Purchase Agreement, and (ii) any other similarly structured share subscription facility to be entered into by the SPAC.

“SPAC Transaction” means the Merger (as defined in the Merger Agreement).

“SPAC Transaction Date” means the date the SPAC Transaction is consummated.

“Subsidiary” means, as to any Person, any Entity in which that Person directly or indirectly owns or controls more than 50% of the issued and outstanding Voting Interests of such Entity. Unless otherwise stated herein, any reference herein to a “Subsidiary” means a direct or indirect Subsidiary of Griid.

“Supplemental Warrants” means penny warrants issued by Parent to BCUK or its designated affiliate to purchase a number of Class B Units of Parent that (including the Class B Units which were represented by the Existing Warrant) is equal to 10% of the issued and outstanding units of the Parent; provided, that if the SPAC Transaction occurs the number of Class

B Units available for purchase under the Supplemental Warrant shall be the number of Class B Units that (including the Class B Units which were represented by the Existing Warrant) upon exchange for shares of common stock in the SPAC (which will automatically occur in connection with the closing of the SPAC Transaction) will be equal to 10% of the total issued and outstanding shares of common stock of the SPAC immediately following the consummation of the SPAC Transaction. For the avoidance of any doubt, the Supplemental Warrant when issued shall be treated as equity for tax purposes.

“Supported QFC” has the meaning specified in Section 12.33.

“Swap Obligation” means with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Tax Expense” shall mean, for any period, the tax expense (including federal, state, local, foreign, franchise, excise and foreign withholding taxes) of the Loan Parties and their Subsidiaries, including any penalties and interest relating to any tax examinations for such period, determined on a consolidated basis in accordance with GAAP.

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into by the SPAC and Griid, among others, in connection with the SPAC Transaction, in substantially the form e-mailed to Blockchain, or it’s counsel, on November 19, 2021, without any modification thereto that would be adverse to the Secured Parties without the consent of the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means September 23, 2025.

“Termination Event” means (i) a Reportable Event with respect to any Pension Plan, any failure to make a required contribution to any Pension Plan that would reasonably be expected to result in the imposition of a Lien, or the arising of a Lien under the Code or ERISA with respect to a Pension Plan; (ii) the withdrawal of a Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a withdrawal under Section 4062(c) of ERISA; (iii) the provision of notice by the administrator of any Pension Plan of the intent to terminate a Pension Plan in a distress termination (as described in Section 4041(c) of ERISA), or the imposition of liability on a Borrower or any ERISA Affiliate under Section 4062(c) or 4069 of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Pension Plan under Section 4042 of ERISA; (v) the occurrence of any event or condition that (A) constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (B) could reasonably be expected to result in the termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (vi) the partial or complete withdrawal, within the meaning of Sections 4203 or 4205 of ERISA, of a Borrower or any ERISA Affiliate from a Multiemployer Plan; (vii) receipt by a Borrower or any ERISA Affiliate of notice that a

Multiemployer Plan is “insolvent’ within the meaning of Section 4245(b) of ERISA, is in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA), is in “critical and declining” status (within the meaning of Section 305 of ERISA), or has become subject to the limitations of Section 436 of the Code; or (viii) the imposition of any liability under Title IV of ERISA with respect to a Pension Plan, other than for premiums due but not delinquent, upon a Borrower or any ERISA Affiliate.

“Trademark Security Agreement” means a trademark security agreement, in form and substance reasonably satisfactory to the Required Lenders, pursuant to which each Loan Party that has rights in any Trademarks shall grant a specific security interest in its Trademarks as security for the Obligations, as amended, restated, supplemented or otherwise modified from time to time.

“Trademarks” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill symbolized by the foregoing or connected therewith, and (v) all rights corresponding thereto throughout the world.

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect on or after the Closing Date in any other jurisdiction, then the term “UCC’ shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Person” means any Person that is a “United States person” as defined in Section 770l(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 4.10(g)(ii)(B)(3).

“Voting Interests” means Equity Interests having ordinary voting power for the election of the Governing Body of such Person.

“Withholding Agent” means any Loan Party or Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2 Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP; provided that, unless the Borrower has notified the Agent in writing that this sentence shall not apply with respect to an applicable period on or prior to the delivery of Financial Statements for such period pursuant to Section 7.11, each provision under this Agreement, shall, in each case, be determined without giving effect to ASC 842 (Leases), except that Financial Statements delivered pursuant to Section 7.11 may be prepared in accordance with GAAP (including giving effect to ASC 842 (Leases) as in effect at the time of such delivery). In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of standards or terms in this Agreement, then upon the written request of Borrowers (acting upon the request of Borrowers) or the Required Lenders (or Agent acting at the direction of the Required Lenders), Borrowers, Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change’’ means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by Borrowers.

Section 1.3 Time for Performance. Whenever any action or delivery (including payment) to be taken or made under this Agreement or any other Loan Document shall be stated to be due on a day other than a Business Day, such action or delivery shall be deemed to be due on the next succeeding Business Day (except as otherwise provided for in the relevant Loan Document), and in the case of Obligations, interest shall continue to accrue thereon accordingly.

Section 1.4 Other Terms; Headings. An Event of Default shall “continue” or be “continuing’’ unless and until such Event of Default has been cured or waived in writing by the Required Lenders or all Lenders, as applicable (or Agent acting at the direction of the Required Lenders or all Lenders, as applicable). The headings and the Table of Contents are for convenience only and shall not affect the meaning or construction of any provision of this Agreement. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes’’ and “including” shall be deemed to be followed by the phrase ‘‘without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The term “or” has, except where otherwise specifically indicated, the inclusive meaning represented by the phrase “and/or.” Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other

document herein or in any other Loan Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (vi) time of day means time of day New York, New York, except as otherwise expressly provided; and (vii) the “discretion” of Agent, the Required Lenders or the Lenders means the sole and absolute discretion of such Person(s). Any reference to any law will include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation means unless otherwise specified, such law or regulation as amended, modified or supplemented from time to time. The making of Loans and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, the Lenders or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the knowledge of’ or words of similar import are used in any Loan Documents, it means actual knowledge of a Responsible Officer of the applicable Loan Party or knowledge that such Responsible Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates.

Section 1.5 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II

THE CREDIT FACILITIES

Section 2.1 The Loan.

(a) As of the Closing Date, it is agreed that the outstanding principal and interest in respect of the loans (including capitalized interest thereon) outstanding under the Existing Credit Agreement are deemed to be the Loan hereunder in an aggregate principal amount equal to $57,433,360.50 which amount includes all Lender Group Expenses payable by the Loan Parties on or prior to the Closing Date in the amount of $200,000. The Lenders shall have no further commitment to make loans or advances hereunder.

(b) Amounts borrowed as a Loan which are repaid or prepaid may not be reborrowed.

(c) Notes. The Loans made by each Lender may, at the request of such Lender, be evidenced by a single promissory note payable to such Lender, and its registered assigns, substantially in the form of Exhibit A (as amended, restated, supplemented or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), executed by Borrowers and delivered to such Lender.

(d) Payment. Borrowers hereby promise to pay all of the Loans and all other Obligations in respect thereof (including, without limitation, principal, interest, fees, costs, and expenses payable under this Agreement and the other Loan Documents) in full on the Termination Date or, if earlier, on the date on which the Loans and the Obligations become due and payable pursuant to the terms of this Agreement.

Section 2.2 [Reserved].

Section 2.3 [Reserved]

Section 2.4 [Reserved].

Section 2.5 Repayments and Prepayments.

(a) Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows:

(i) If the SPAC or a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time receive Net Proceeds in the aggregate amount in excess of $25,000,000 from the issuance of Equity Interests pursuant to one or more SPAC Share Purchase Agreements, then (A) the Borrowers shall promptly notify Agent of such issuance of Equity Interests (including the amount of the estimated Net Proceeds to be received by the SPAC or a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by the SPAC or a Loan Party and/or such Subsidiary of the Net Proceeds of such issuance, the Borrowers shall deliver, or cause to be delivered, an amount equal to 25% of such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans.

(ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof

by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

(b) Voluntary Prepayments. Borrowers may, at any time and from time to time, prepay the Loans together with interest due thereon under Section 4.1, in whole or in part (subject, in the case of the Payment in Full of all the Loans and to the additional requirements of Section 4.9), upon at least two (2) Business Days’ irrevocable notice by Borrowers to Agent.

(c) Termination Date. The entire outstanding principal amount of the Loans, together with all accrued and unpaid interest thereon and all fees and Lender Group Expenses payable by Borrowers hereunder, shall become due and payable on the Termination Date and shall be paid in accordance with Section 10.5 hereof.

(d) Application of Prepayments. Prepayments of Loans shall be applied pro rata among all Loans based upon the respective outstanding principal balances thereof.

Section 2.6 Maintenance of Loan Account; Statements of Account. Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) in which Borrowers will be charged with all Loans made by the Lenders to Borrowers or for Borrowers’ account, including the Loans, interest, fees, Lender Group Expenses and any other Obligations. The Loan Account will be credited with all amounts received by the Lenders from Borrowers or for Borrowers’ account. The Lender shall send Borrowers a monthly statement reflecting the activity in the Loan Account. Each such statement shall be an account stated and shall be final, conclusive and binding on Borrowers, absent manifest error.

Section 2.7 [Reserved].

Section 2.8 Term. The term of this Agreement shall be for a period from the Closing Date through and including the Termination Date. Notwithstanding the foregoing, Borrowers shall have no right to terminate this Agreement at any time that any principal of or interest on any of the Loans is outstanding, except upon Payment in Full of all Obligations.

Section 2.9 Payment Procedures.

(a) Time of Payment. Each payment by Borrowers on account of principal, interest, fees or Lender Group Expenses hereunder shall be made to Agent. All payments to be made by Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to

4:00 p.m. (New York time) on the due date thereof to Agent, for the account of the Lenders according to their Pro Rata Shares (except as expressly otherwise provided), at Agent’s Payment Account in immediately available funds. Except for payments which are expressly provided to be made for the account of Agent only, Agent shall distribute all payments to the Lenders on the Business Day following receipt in like funds as received. Notwithstanding anything to the contrary contained in this Agreement, if a Lender or any of its Affiliates exercises its right of setoff under Section 12.3 or otherwise, any amounts so recovered shall promptly be shared by such Lender with the other Lenders according to their respective Pro Rata Shares.

(b) Next Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be made on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest due hereunder.

(c) Application. Subject to Section 10.5, Agent shall have the continuing and exclusive right, if an Event of Default exists, to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that any Borrower makes a payment or Agent receives any payment or proceeds of the Collateral for any Borrower’s benefit, which is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent.

Section 2.10 Designation of a Different Lending Office. If any Lender requests compensation under Section 4.9, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.10, then such Lender (at the request of Borrowers) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.9 or Section 4.10, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 2.11 Defaulting Lenders.

(a) Agent may recover all amounts owing by a Defaulting Lender on demand, and all such amounts owing shall bear interest at the Default Rate until Paid in Full.

(b) The failure of any Defaulting Lender to fund its Pro Rata Share of any Loan shall not relieve any other Lender of its obligation to fund its Pro Rata Share of such Loan. Conversely, no Lender shall be responsible for the failure of another Lender to fund such other Lender’s Pro Rata Share of a Loan.

(c) Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its reasonable discretion, apply any or all of such amounts to the Defaulting Lender’s defaulted obligations or re-lend to Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a Lender and such Lender’s Loans made by it, as applicable, for such purposes shall be deemed to be zero (0). This Section shall remain effective with respect to such Lender until the Defaulting Lender has ceased to be a Defaulting Lender. The operation of this Section shall not be construed to relieve or excuse the performance by any of Borrowers of their duties and obligations hereunder.

(d) [Reserved].

(e) If Agent determines, in its sole discretion, that a Lender should no longer be deemed to be a Defaulting Lender, Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as Agent may determine to be necessary to cause the Loans to be held by the Lenders in accordance with their Pro Rata Shares (without giving effect to subsection (c) above) whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while that Lender was a Defaulting Lender; and provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.12 [Reserved].

Section 2.13 Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of Obligations payable to such Lender hereunder at such time in excess of its ratable share (according to the proportion of (a) the amount of such Obligations to (b) the aggregate amount of the Obligations payable to all Lenders hereunder at such time), such Lender shall forthwith purchase from the other Lenders (other than any Defaulting Lender) such participations in the Obligations payable to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such other Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing

Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. Notwithstanding the foregoing, any off-sets or set-offs effected in accordance with Section 12.34 in respect of Specified Loss Amounts shall not be subject to this Section 2.13 and shall be applicable solely to the Loans of Blockchain without any obligation to account to any other Secured Party in respect thereof.

ARTICLE III

[RESERVED]

ARTICLE IV

INTEREST, FEES AND EXPENSES

Section 4.1 Interest. Subject to Section 4.2, Borrowers shall pay to Agent for the ratable benefit of the Lenders interest on the Loans, payable in arrears on each Interest Payment Date, at a rate equal to the Applicable Rate. Notwithstanding the foregoing, (i) all payments of interest under this Section 4.1 on or prior to the Cash Interest Payment Commencement Date, and (ii) all accrued and unpaid interest upon the termination (if any) of the definitive merger agreement between Parent and the SPAC, shall in each case be due and payable “in-kind” by adding the accrued amount to the outstanding principal amount of the relevant Loan in respect of which they would accrue as of the applicable Interest Payment Date (any such ‘‘paid-in-kind” portion of the interest, a “PIK Amount”), which PIK Amounts shall thereafter be deemed principal of the relevant Loan to which it relates bearing interest from such Interest Payment Date in accordance with this Section 4 .1.

Section 4.2 Interest After Event of Default. (a) Automatically upon the occurrence and during the continuation of an Event of Default under Section 10.1(d),), and (b) upon the occurrence and during the continuation of any other Event of Default (other than an Event of Default under Section 10.1(d)), at the direction of the Required Lenders, all Loans and all Obligations shall bear interest at a per annum rate equal to two percent (2.0%) above the per annum rate otherwise applicable thereunder (the “Default Rate”).

Section 4.3 [Reserved].

Section 4.4 Late Fee. Automatically upon the occurrence and during the continuance of any Event of Default pursuant to Section 10.1(a), Borrower shall incur an additional fee (the “Late Fee”) equal to 10% (annualized, calculated daily) of the relevant Obligations, which Late Fee shall be payable in addition to the interest payable under Section 4.1.

Section 4.5 [Reserved].

Section 4.6 [Reserved].

Section 4.7 [Reserved].

Section 4.8 Calculations. All calculations of interest and fees hereunder shall be made by Agent on the basis of a year of 360 days for the actual number of days elapsed in the period for which such interest or fees are payable. Each determination by Agent of an interest rate, fee or other payment hereunder shall be conclusive and binding for all purposes, absent manifest error. Borrowers hereby acknowledge and agree that each fee payable under this Agreement is fully earned and non-refundable on the date such fee is due and payable and that each such fee constitutes Obligations and is in addition to any other fees payable by Borrowers under the Loan Document.

Section 4.9 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 4.9 and delivered to Borrowers will be conclusive absent manifest error.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 4.9 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender pursuant to this Section 4.9 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Section 4.10 Taxes.

(a) Defined Terms. For purposes of this Section 4.10, the term “applicable law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by Borrowers. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by Borrower. The Loan Parties, jointly and severally, shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.7 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in

each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to the Lender from any other source against any amount due to Agent under this Section 4.10(e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 4.1 0, such Loan Party shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

(g) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Agent, at the time or times reasonably requested by Borrower or Agent, such properly completed and executed documentation reasonably requested by Borrower or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.10(g)(ii)(A), (B) and (D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Borrower,

(A) any Lender that is a U.S. Person shall deliver to Borrower and Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under

this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E. as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 88l(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

( 4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Agent at the time or times prescribed by law and at such time or

times reasonably requested by Borrower or Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Agent as may be necessary for Borrower and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.10 (including by the payment of additional amounts pursuant to this Section 4.10), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section 4.10 shall survive the resignation or replacement of Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.

ARTICLE V

CONDITIONS TO EFFECTIVENESS

Section 5.1 Conditions to Closing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver in writing of the following conditions in form and substance satisfactory to Required Lenders and their counsel:

(a) Loan Documents. Agent shall have received:

(i) counterparts of this Agreement, duly executed by the parties hereto; and

(ii) the Guaranty and Security Agreement, duly executed by each Loan Party;

(iii) Hosting Agreement. The Hosting Agreement, executed by the parties thereto.

(iv) Settlement Agreement. The Settlement Agreement, dated the date hereof, executed by the parties thereto.

(v) Supplemental Warrant. The Supplemental Warrant, executed by Parent.

For purposes of determining compliance with the conditions specified in this Section 5.1, the Agent and each Lender that has signed this Agreement and expressly confirmed release of such signature page from escrow shall be deemed to have consented to, approved or accepted or to be satisfied with, each document upon signature of such document and confirmed release of such signature page or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Person.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Each Borrower makes the following representations and warranties to Agent and the Lenders, which shall be true, correct and complete in all material respects as of the Closing Date, (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), and such representations and warranties shall survive the execution and delivery of this Agreement:

Section 6.1 Organization, Good Standing and Qualification. Each Loan Party (i) is an Entity duly organized, validly existing and in good standing under the laws of the state of its incorporation, organization or formation (ii) has the requisite power and authority to own its properties and assets and to transact the businesses in which it presently is, or proposes to be, engaged and (iii) is duly qualified, authorized to do business and in good standing in each jurisdiction where it presently is, or proposes to be, engaged in business, except to the extent that the failure so to qualify or be in good standing could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Schedule 6.1 specifies the jurisdiction in which each Loan Party is organized and all jurisdictions in which each Loan Party is qualified to do business as a foreign Entity as of the Closing Date. Schedule 6.1 also specifies the tax identification numbers and organizational identification numbers of each Loan Party.

Section 6.2 Locations of Offices, Records and Collateral. The address of the principal place of business and chief executive office of each Loan Party is, and the books and records of each Loan Party and all of its chattel paper and records of its Receivables are maintained exclusively in the possession of such Loan Party at the address of such Loan Party specified in Schedule 6.2 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement). Other than Collateral which may be out for repair or mobile Equipment such as laptop computers in the possession of a Loan Party or its Subsidiary’s employees or agents, there is no location at which any Loan Party maintains any Collateral or any Collateral is fabricated, constructed, manufactured or otherwise processed other than the locations specified for it in Schedule 6.2 (it being understood that such Collateral may be in transit between or to such locations) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement). Schedule 6.2 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) specifies all Real Property of each Loan Party, and indicates whether each location specified therein is leased or owned by such Loan Party, and identifies each location at which Inventory of the Loan Parties is held, stored, fabricated, constructed, manufactured or otherwise processed (it being understood that such Inventory may be in transit between or to such locations).

Section 6.3 Authority. Each Loan Party has the requisite power and authority to execute, deliver and perform its obligations under each of the Loan Documents to which it is a party. All requisite corporate, limited liability company or partnership action necessary for the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (including the consent of its Owners, where required) has been taken.

Section 6.4 Enforceability. The Loan Documents delivered by the Loan Parties, when executed and delivered, will be, the legal, valid and binding obligation of each Loan Party thereto enforceable in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 6.5 No Conflict. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party (i) do not and will not contravene any of the Governing Documents of such Loan Party, (ii) do not and will not contravene any Requirement of Law, (iii) do not and will not contravene any Material Contract, except as such contravention could not be expected, individually or in the aggregate, to have a Material Adverse Effect, and (iv) do not and will not result in the imposition of any Liens upon any of its properties except for Permitted Liens.

Section 6.6 Consents and Filings. No consent, authorization or approval of, or filing with or other act by, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings or other acts as have been made or obtained, as applicable, and are in full force and effect, (ii) the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings

or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 6.7 Ownership; Subsidiaries. Schedule 6.7(a) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) sets forth the legal name (within the meaning of Section 9-503 of the UCC), jurisdiction of incorporation, formation or organization of each Loan Party, all jurisdictions in which each Loan Party is qualified to do business as a foreign Entity, the Persons that own the Equity Interests of each Loan Party that is a Subsidiary of Parent, and the number of Equity Interests owned by each such Person as of the Closing Date. Schedule 6. 7(b) sets forth the Persons that own the Equity Interests of Parent as of the Closing Date, and the number of Equity Interests owned by each such Person as of the Closing Date.

Section 6.8 [Reserved].

Section 6.9 [Reserved].

Section 6.10 Accuracy and Completeness of Information. All written factual data, reports and written factual information (other than any projections, estimates and information of a general economic or industry specific nature) concerning the Loan Parties and their Subsidiaries that has been furnished by or on behalf of any Loan Party to Agent or any Lender in connection with the transactions contemplated hereby, when taken as a whole, are correct in all material respects as of the date of certification of such data, reports and information, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made at such time.

Section 6.11 Legal and Trade Name. As of the Closing Date, during the past year, none of the Loan Parties has been known by or used any legal name or any trade name or fictitious name, except for its name as set forth in the introductory paragraph and on the signature page of this Agreement or the Guaranty and Security Agreement, as applicable, which is the exact correct legal name of such Loan Party.

Section 6.12 No Broker’s or Finder’s Fees. No broker or finder brought about the obtaining, making or closing of the Loans or financial accommodations afforded hereunder or in connection herewith by Agent, any Lender or any of its Affiliates. No broker’s or finder’s fees or commissions will be payable by any Loan Party to any Person in connection with the transactions contemplated by this Agreement.

Section 6.13 Investment Company. None of the Loan Parties is required to be registered as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

Section 6.14 Margin Stock. None of the Loan Parties is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying ‘‘margin stock” as that term is defined in Regulation U of the Federal Reserve Board. No

part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund Indebtedness originally incurred for such purpose or (ii) for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Federal Reserve Board, including Regulations T, U or X.

Section 6.15 Taxes and Tax Returns.

(a) Each Loan Party and each of its Subsidiaries has properly completed and timely filed all federal and other material income Tax returns it is required to file and such returns were complete and accurate in all material respects.

(b) All federal and other material Taxes and similar governmental charges required to have been paid by the Loan Parties have been timely paid.

(c) No material deficiencies for Taxes have been claimed, proposed or assessed by any taxing or other Governmental Authority against any Loan Party or any of its Subsidiaries which remain unpaid. There are no pending or, to the knowledge of Borrowers, threatened audits, investigations or claims by a Governmental Authority for or relating to any material liability of any Loan Party or any of its Subsidiaries for Taxes.

Section 6.16 No Judgments or Litigation. Except as specified in Schedule 6.16, no judgments, orders, writs or decrees are outstanding against any Loan Party or any of its Subsidiaries, nor is there now pending or, to the knowledge of any Loan Party after due inquiry, any threatened litigation, contested claim, investigation, arbitration, or governmental proceeding by or against any Loan Party or any of its Subsidiaries that (i) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Notes, any other Loan Document or the consummation of the transactions contemplated hereby or thereby.

Section 6.17 Title to Property. Each Loan Party and each of its Subsidiaries has (i) valid fee simple title to or valid leasehold interests in all of its Real Property and (ii) good and marketable title to all of its other assets, in each case, as reflected in their most recent financial statements delivered pursuant to this Agreement, except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

Section 6.18 No Other Indebtedness. On the Closing Date and after giving effect to the transactions contemplated hereby, none of the Loan Parties nor any of their Subsidiaries have any Indebtedness other than Indebtedness permitted under Section 8.1.

Section 6.19 [Reserved].

Section 6.20 Compliance with Laws. On the Closing Date and after giving effect to the transactions contemplated hereby, none of the Loan Parties nor any of their Subsidiaries is in violation of any Requirement of Law, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.21 Rights in Collateral; Priority of Liens. All of the Collateral of each Loan Party is owned or leased by it free and clear of any and all Liens in favor of third parties, other than Liens in favor of Agent and other than Permitted Liens. Upon the proper filing of financing statements, the Liens in the Collateral granted by the Loan Parties pursuant to the Loan Documents constitute valid, enforceable and perfected first priority Liens on the Collateral (subject only to Permitted Liens) to the extent perfection can be accomplished by such filings.

Section 6.22 ERISA.

(a) Except as could reasonably be expected, individually or in the aggregate, to not have a Material Adverse Effect:

(i) Each Loan Party and each ERISA Affiliate have fulfilled all contribution obligations for each Pension Plan (including obligations related to the minimum funding standards of ERISA and the Code), and no application for a funding waiver or an extension of any amortization period pursuant to Sections 303 and 304 of ERISA or Section 412 of the Code has been made with respect to any Pension Plan.

(ii) No Termination Event has occurred nor has any other event occurred that is likely to result in a Termination Event. Neither a Loan Party or any ERISA Affiliate is subject to any direct or indirect liability with respect to any Pension Plan under any Requirement of Law or agreement, except for ordinary funding obligations and PBGC premiums which are not past due.

(iii) Neither a Loan Party nor any ERISA Affiliate is required to or reasonably expects to be required to provide security to any Pension Plan under Section 307 of ERISA or Section 401(a)(29) of the Code, and no Lien exists or could reasonably be expected to arise with respect to any Pension Plan.

(iv) Each Loan Party and each ERISA Affiliate is in compliance with all applicable provisions of ERISA and the Code with respect to all Plans. No Loan Party has engaged in a prohibited transaction as defined in Section 406 or 407 of ERISA or Section 4975 of the Code (a “Prohibited Transaction”) with respect to any Plan or any Multiemployer Plan. Each Loan Party and each ERISA Affiliate have made when due any and all payments required to be made under any agreement or any Requirement of Law applicable to any Plan or Multiemployer Plan. With respect to each Pension Plan and Multiemployer Plan, neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC or has had asserted against it any penalty for failure to fulfill the minimum funding requirements of ERISA or the Code.

(v) Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letters or may rely upon a favorable advisory opinion letter from the IRS that the Plan is qualified and the related trust is tax-exempt, and no event has occurred since the date of such determination or advisory opinion letter that would reasonably be expected to adversely affect the qualified status of such Plan or the tax-exempt status of the related trust.

(vi) The aggregate actuarial present value of all benefit liabilities (whether or not vested) under each Pension Plan, determined on a plan termination basis, as disclosed in, and as of the date of, the most recent actuarial report for such Pension Plan, does not exceed the aggregate fair market value of the assets of such Pension Plan as of such date.

(vii) Neither any Loan Party nor any ERISA Affiliate has incurred or reasonably expects to incur any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in any such liability) under Section 4201 or 4243 of ERISA with respect to any Multiemployer Plan.

(viii) No withdrawal liability would be incurred in the event of a complete withdrawal as of the Closing Date by a Loan Party or any ERISA Affiliate from all Multiemployer Plans.

(ix) There are no actions, suits, claims or other proceedings, either pending or threatened against any Loan Party, or any ERISA Affiliate, or otherwise involving a Plan (other than routine claims for benefits), which would reasonably be expected to be asserted successfully against any Plan, any Loan Party, or any ERISA Affiliate. To the extent that any Plan is funded with insurance, each Loan Party and each ERISA Affiliate have paid when due all premiums required to be paid. To the extent that any Plan is funded other than with insurance, it and each ERISA Affiliate have made when due all contributions required to be paid.

Section 6.23 Intellectual Property. Set forth on Schedule 6.23 is a complete and accurate list of all material Patents and all material registered Trademarks and Copyrights, and all licenses thereof, of the Loan Parties, showing as of the Closing Date the jurisdiction in which registered, the registration number and the date of registration. Each Loan Party owns or licenses all Patents, Trademarks, Copyrights and other Intellectual Property rights which are reasonably necessary for the operation of its business. No Loan Party, to its knowledge, has infringed any Patent, Trademark, Copyright or other intellectual property right owned by any other Person by the sale or use of any product, process, method, substance, part or other material now sold or used, where such sale or use could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, except as set forth on Schedule 6.23, and no claim or litigation is pending or, to each Loan Party’s knowledge after due inquiry, threatened against any Loan Party that contests its right to sell or use any such product, process, method, substance, part or other material.

Section 6.24 Labor Matters. There are no existing or, to each Loan Party’s knowledge, threatened (in writing) strikes, lockouts or other disputes relating to any collective bargaining or similar labor agreement to which any Loan Party or any of its Subsidiaries is a party which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 6.25 Compliance with Environmental Laws. Except as could not reasonably be expected to have a Material Adverse Effect: (i) each Loan Party and each of its Subsidiaries is in

compliance with all applicable Environmental Laws; (ii) to the knowledge of each Loan Party there are and have been, no conditions, occurrences, or violations of Environmental Law, or the presence or Releases of Hazardous Materials which could reasonably be expected to form the basis of an Environmental Action against any Loan Party, any of its Subsidiaries or affect any Real Property used in the business of any Loan Party or any of its Subsidiaries; (iii) there are no pending Environmental Actions against any Loan Party or any of its Subsidiaries, and no Loan Party or any Subsidiary has received any written notification of any alleged violation of, or liability pursuant to, Environmental Law or responsibility for the Release or threatened Release of, or exposure to, any Hazardous Materials; (iv) no Environmental Lien has attached to any Collateral and no conditions exist that would reasonably be expected to result in the imposition of such a Lien on any Collateral; (v) to the knowledge of each Loan Party, there are no underground storage tanks or underground waste disposal areas at the Real Property; and (vi) no Hazardous Materials have been Released at, to, on, under or from the Real Property.

Section 6.26 Licenses and Permits. Each Loan Party and each of its Subsidiaries has obtained and maintained all Permits which are necessary or advisable for the operation of its business, except where the failure to possess any of the foregoing could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 6.27 Compliance with Anti-Terrorism Laws. None of the Loan Parties nor any of their Subsidiaries is any of the following:

(a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the “Executive Order”);

(b) a Person owned or Controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any laws with respect to terrorism or money laundering; or

(d) a Person that commits, threatens or conspires to commit or supports ‘‘terrorism” as defined in the Executive Order; or a Person that is named as a “specially designated national and blocked Person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list and none of the proceeds of the Loans will be, directly or, to the knowledge of Borrowers or any of their respective Subsidiaries, indirectly, offered, lent, contributed or otherwise made available to any Subsidiary, joint venture partner or other Person for the purpose of financing the activities of any Person currently the subject of sanctions administered by OFAC .

Section 6.28 Government Regulation. None of the Loan Parties nor any of their Subsidiaries is subject to regulation under the Energy Policy Act of 2005, the Federal Power Act, the Interstate Commerce Act or any other Requirement of Law that limits its ability to incur Indebtedness or to consummate the transactions contemplated by this Agreement and the other Loan Documents.

Section 6.29 Material Contracts. Each Material Contract has been duly authorized, executed and delivered by the applicable Loan Party or Subsidiary and each other party thereto. Each Material Contract of the Loan Parties and their Subsidiaries is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms, and there exists no material default under such Material Contract by any party thereto.

Section 6.30 [Reserved].

Section 6.31 Financial Statements. The Financial Statements delivered to Agent on the Closing Date were prepared in good faith on the basis of assumptions which were fair in the context of the conditions existing at the time of delivery thereof.

Section 6.32 [Reserved].

Section 6.33 Anti-Money-Laundering Laws and Anti-Corruption Laws. Each Loan Party has complied with and is and has been during the past five (5) years in compliance with all Anti-Money Laundering Laws and Anti-Corruption Laws. No Loan Party has received any communication (including any oral communication) from any Governmental Authority alleging that it is not in compliance with, or may be subject to liability under, any Anti-Money Laundering Laws or Anti-Corruption Laws.

Section 6.34 Public Utility. None of the Loan Parties nor any of their Subsidiaries is in violation of the Public Utility Holding Company Act of 2005, Chapter 12 of Title 16 of the United States Code, or any other Requirements of Law applicable to public utilities.

ARTICLE VII

AFFIRMATIVE COVENANTS OF THE BORROWERS

Each Borrower covenants and agree that, until Payment in Full of all Obligations:

Section 7.1 Existence. The Loan Parties shall, and shall cause each of their Subsidiaries to, (a) maintain their Entity existence, (b) remain in good standing in their jurisdiction of organization, incorporation or formation (as the case may be), (c) maintain in full force and effect all other licenses, bonds, franchises, leases, Trademarks, qualifications and authorizations to do business, and all Patents, contracts and other rights necessary or advisable to the profitable conduct of its businesses, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (d) continue in the same or similar, corollary, ancillary, incidental, complementary or related lines of business, or a reasonable extension, development or expansion thereof or ancillary thereto as presently conducted by it.

Section 7.2 Maintenance of Property; Collateral Equipment.

(a) The Loan Parties shall, and shall cause each of their Subsidiaries to, keep all assets used or useful and necessary to its business in good working order and condition (ordinary wear and tear excepted) in accordance with its past operating practices.

(b) The Loan Parties shall ensure that at all times the Collateral Equipment is conspicuously labeled or otherwise marked as such.

Section 7.3 [Reserved].

Section 7.4 Taxes. The Loan Parties shall, and shall cause each of their Subsidiaries to, pay, before the same becomes delinquent or in default, (a) all federal and other material Taxes imposed against it or any of its property, and (b) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided that such payment and discharge will not be required with respect to any Tax or claim if (i) the validity thereof, or to the extent the amount thereof, is being contested in good faith, by appropriate proceedings diligently conducted, and (ii) an adequate reserve or other appropriate provision shall have been established therefor as required in accordance with GAAP.

Section 7.5 Requirements of Law. The Loan Parties shall, and shall cause each of their Subsidiaries to, comply in all material respects with all Requirements of Law applicable to it, including any state licensing laws and Environmental Laws, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 7.6 Insurance.

(a) Each of the Loan Parties shall, and shall cause each of their Subsidiaries to maintain, with insurance companies reasonably believed to be financially sound and reputable, insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations, and cause Agent to be listed as a lender loss payee on property and policies, casualty policies, and, to the extent applicable, key-man insurance policies, and as an additional insured on liability policies, pursuant to a standard loss payable endorsement with a standard non-contributory “lender” or “secured party” clause. Borrowers will furnish to Agent, upon request of Agent or the Required Lenders, information in reasonable detail as to the insurance so maintained.

(b) Furthermore, the Loan Parties shall: (i) obtain certificates and endorsements reasonably acceptable to the Required Lenders with respect to any property or casualty insurance policies and, to the extent applicable, key-man insurance policies and (ii) cause each insurance policy referred to in this Section 7.6, if applicable, to provide that it shall not be cancelled, modified or not renewed (X) by reason of nonpayment of premium except upon not less than 10 days’ prior written notice thereof by the insurer to Agent (giving Agent the right to cure defaults in the payment of premiums) or (Y) for any other reason except upon not less than 30 days’ prior written notice thereof by the insurer to Agent.

(c) If any Loan Party fails to obtain and maintain insurance as provided in this Section, or to keep the same in force, the Required Lenders (or Agent acting at the direction of the Required Lenders), in their reasonable discretion, may obtain such insurance and pay the premium therefor for Borrowers’ account, and charge Borrowers’ Loan Account or any other account of Borrowers with Agent or any Lender for same, and such expenses so paid shall be part of the Obligations.

(d) Without limitation of the foregoing, if as of the Closing Date or at any time thereafter, all or a portion of the improvements situated on any fee owned Real Property are located within an area designated by the Federal Emergency Management Agency or the Flood Disaster Protection Act of 1973 (P.L. 93-234) as being in a “special flood hazard area” or as having specific flood hazards, Borrowers shall also furnish Agent with flood insurance policies which conform to the requirements of said Flood Disaster Protection Act of 1973 and the National Flood Insurance Act of 1968, as either may be amended from time to time.

Section 7.7 Books and Records; Inspections.

(a) The Loan Parties shall, and shall cause each of their Subsidiaries to, maintain books and records (including computer records and programs) of account pertaining to the assets, liabilities and financial transactions of the Loan Parties and their Subsidiaries in such detail, form and scope as is consistent with good business practice, which shall exclude the assets, liabilities and financial transactions of all direct and indirect Owners, Subsidiaries and other Affiliates of the Loan Parties.

(b) The Loan Parties shall, and shall cause each of their Subsidiaries to, provide to the Required Lenders and their agents and one representative of each of the Lenders access to the premises of the Loan Parties and their Subsidiaries at any time and from time to time, during normal business hours and with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of an Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) conducting field examinations and appraisals with respect to the Collateral and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or, with the Auditors (so long as the Borrower also participates in any such discussions with the Auditors), all of whom are hereby authorized to disclose to Agent and the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. Borrowers shall reimburse Agent and the Lenders for the reasonable and documented costs or expenses of such outside accountants or examiners as may be retained by Agent or the Required Lenders to verify or inspect Collateral, records or documents of the Loan Parties and their Subsidiaries; provided that, so long as no Default or Event of Default then exists, Borrowers shall only be liable for reimbursement in respect of one inspection in each calendar year. So long as the Borrower is offered a reasonable opportunity to be present during such communications, the Borrowers hereby authorize Agent, the Lenders and their delegates to communicate directly with the Auditors to disclose to Agent, the Lenders, and their delegates any and all financial information regarding the Loan Parties and their Subsidiaries, including matters relating to any audit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of the Loan Parties and their Subsidiaries. Notwithstanding anything to the contrary in this Section 7. 7(b), none of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on Borrower or its Subsidiaries with respect to highly confidential or proprietary information (and so long as such agreement was not entered into in contemplation of the requirements of this Agreement) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

(c) The Loan Parties shall provide Blockchain with ‘read’ access rights to the Loan Parties’ mining pool accounts in respect of all Mined Currency.

Section 7.8 Notification Requirements. The Loan Parties shall timely give Agent the following notices and other documents:

(a) Notice of Defaults. Promptly, and in any event within two (2) Business Days after becoming aware of the occurrence of a Default or Event of Default, a certificate of a Responsible Officer specifying the nature thereof and Borrowers’ proposed response thereto, each in reasonable detail.

(b) Proceedings or Changes. Promptly, and in any event within five ( 5) Business Days after a Loan Party becomes aware of (i) any proceeding including any proceeding the subject of which is based in whole or in part on a commercial tort claim being instituted or threatened to be instituted against a Loan Party or any of its Subsidiaries before any Governmental Authority which would reasonably be expected to result in a liability in excess of $1,500,000 or (ii) any actual change, development or event which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, a written statement describing such proceeding, change, development or event and any action being taken by such Loan Party or any of its Subsidiaries with respect thereto.

(c) Changes. (i) Promptly, and in any event within five (5) Business Days (or such longer period as the Required Lenders shall agree to) after (A) a change in the location of any Collateral from the locations specified in Schedule 6.2 or (B) a change of the legal name of any Loan Party, and (ii) prior to a change to the Entity structure or jurisdiction of organization of any Loan Party, in each case, together with a written statement describing such change, together with, in the case of clauses (i)(B) and (ii), copies of the Governing Documents of such Loan Party, certified by the Secretary of State (or equivalent) in each relevant jurisdiction, evidencing such change. If any notice is delivered with respect to Schedule 6.2 pursuant to this Section 7. 8, such notice shall be deemed to be an addition to such Schedule.

(d) ERISA Notices.

(i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party describing such Termination Event, any action that is being taken with respect thereto by any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is aware;

(ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower or ERISA Affiliate with respect to such request;

(iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice;

(iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effect:

(A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunder,

(B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c) of ERISA,

(C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien,

(D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or

(E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions;

(v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders), each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participate, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan;

(vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form

5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan;

(vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan;

(viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan;

(ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and

(x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect.

(xi) [Reserved].

(e) Environmental Matters.

(A) Promptly provide notice of any Release of Hazardous Materials in any reportable quantity from or onto real property owned or operated by a Loan Party or any of its Subsidiaries, and

(B) Promptly, but in any event within 5 Business Days of its receipt thereof, provide written notice of any of the following: (i) an Environmental Lien has been filed against any of the real or personal property of a Loan Party of one of its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or one of its Subsidiaries, or (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority, which could reasonably be expected to result in liability or involve remediation costs in excess of $1,500,000.

(f) Insurance. Promptly, and in any event within five (5) Business Days after receipt by a Loan Party of notice or knowledge thereof, of the actual or intended cancellation of, or any material and adverse change in coverage or other terms of, any insurance required to be maintained by the Loan Parties pursuant to this Agreement or any other Loan Document.

Section 7.9 Casualty Loss. The Loan Parties shall (a) provide written notice to Agent, within five ( 5) Business Days, of (i) any material damage to, the destruction of or any other

material loss to any asset or property owned or used by any Loan Party other than any such asset or property with a net book value (individually or in the aggregate) less than $1,500,000 or any condemnation, confiscation or other taking, in whole or in part, or any event that otherwise diminishes so as to render impracticable or unreasonable the use of such asset or property owned or used by the Loan Parties together with (as applicable) a statement of the amount of the damage, destruction, loss or diminution in value, or (ii) any death or loss under any key-man insurance policy (each, a “Casualty Loss’’), and (b) diligently file and prosecute its claim for any award or payment in connection with a Casualty Loss.

Section 7.10 Qualify to Transact Business. The Loan Parties shall, and shall cause each of their Subsidiaries to, qualify to transact business as a foreign corporation, limited partnership or limited liability company, as the case may be, in each jurisdiction where the nature or extent of its business or the ownership of its property requires it to be so qualified or authorized and where failure to qualify or be authorized could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 7.11 Financial Reporting. Borrowers shall deliver to Agent the following:

(a) Annual Financial Statements. Not later than one hundred twenty (120) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 2021, (i) the annual audited and certified consolidated and consolidating Financial Statements of the Loan Parties and their Subsidiaries, on a consolidated basis, for or as of the end of the prior fiscal year; (ii) a comparison in reasonable detail to the prior year’s audited Financial Statements; (iii) the Auditors’ opinion; and (iv) a narrative discussion of each Loan Party’s financial condition and results of operations and the liquidity and capital resources for such fiscal year, prepared by the chief financial officer of Griid (or another officer reasonably acceptable to the Required Lenders).

(b) [Reserved].

(c) Quarterly Financial Statements. Not later than forty-five (45) days after the end of each fiscal quarter, commencing with the first fiscal quarter ended after the Closing Date, (i) the interim consolidated and consolidating Financial Statements of the Loan Parties and their Subsidiaries as at the end of such quarter and for the fiscal year to date, (ii) a certification by Griid’s chief financial officer that such Financial Statements have been prepared in accordance with GAAP and are fairly stated in all material respects (subject to normal year-end audit adjustments), and (iv) a comparison in reasonable detail to the prior year’s audited Financial Statements with respect to each fiscal quarter and the fiscal year to date, and (v) a narrative discussion of the financial condition of the Loan Parties and their Subsidiaries and results of operations and the liquidity and capital resources for the fiscal quarter then ended, prepared by the chief financial officer of Griid (or another officer reasonably acceptable to the Required Lenders).

(d) Compliance Certificate. Not later than forty-five ( 45) days after the end of each fiscal quarter, a compliance certificate, substantially in the form of Exhibit E (a “Compliance Certificate”), signed by Griid’s chief financial officer (or another officer reasonably acceptable to the Required Lenders), which shall (i) attach such supplements to Schedules 6.2 and 6.7 as are necessary such that, as supplemented, the relevant disclosures would be accurate and complete as of the date of such Compliance Certificate, (ii) include a certification that, as of the date of

submission thereof, each of the representations and warranties in this Agreement is true and correct in all material respects, except as noted in such Compliance Certificate or as otherwise disclosed to Agent in writing, and (iii) include a certification that, as of the date of submission thereof, no Default or Event of Default has occurred and is continuing, except as noted in such Compliance Certificate or as otherwise disclosed to Agent in writing.

(e) Monthly Report. As soon as available, but in any event within thirty (30) days after the end of each calendar month (other than the last month of any fiscal quarter), a company prepared operating data summary providing the metrics certified by a Responsible Officer.

(f) Other Financial Information. Promptly after the request by the Required Lenders (or Agent acting at the direction of the Required Lenders or on its own behalf), such additional financial statements and other related data and information as to the business, operations, results of operations, assets, collateral, liabilities or condition (financial or otherwise) of any Loan Party or any of its Subsidiaries as the Required Lenders (or Agent acting at the direction of the Required Lenders or on its own behalf) may from time to time reasonably request.

Section 7.12 Payment of Liabilities. The Loan Parties shall, and shall cause each of their Subsidiaries to, pay and discharge, in the ordinary course of business, all material obligations and liabilities (including tax liabilities and other governmental charges), except where the same may be contested in good faith by appropriate proceedings and for which adequate reserves with respect thereto have been established in accordance with GAAP.

Section 7.13 ERISA. The Loan Parties shall, and shall cause each of their Subsidiaries and ERISA Affiliates to, (a) maintain each Plan intended to qualify under Section 401(a) of the Code so as to satisfy the qualification requirements thereof, (b) contribute, or require that contributions be made, in a timely manner (i) to each Pension Plan in amounts sufficient (x) to satisfy the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code, if applicable, (y) to satisfy any other Requirements of Law and (z) to satisfy the terms and conditions of each such Pension Plan, and (ii) to each Foreign Plan in amounts sufficient to satisfy the minimum funding requirements of any applicable law or regulation, without any application for a waiver from any such funding requirements, (c) cause each Plan or Foreign Plan to comply in all material respects with applicable law (including all applicable statutes, orders, rules and regulations) and (d) pay in a timely manner all required premiums to the PBGC, except in case of each of clause (a), (b), (c) and (d), as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. As used in this Section 7.13, “Foreign Plan” means any Plan that is subject to any Requirement of Law of any foreign jurisdiction and is not subject to ERISA or the Code and that is maintained, or otherwise contributed to, by a Loan Party or any of its Subsidiaries for the benefit of employees outside the United States.

Section 7.14 Environmental Matters. The Loan Parties shall, and shall cause each of their Subsidiaries to, (a) conduct its business so as to comply in all material respects with all applicable Environmental Laws and obtain and renew all Permits required under Environmental Laws; (b) handle all Hazardous Materials in compliance with all Environmental Laws and take any Remedial Action to address any Release of Hazardous Materials at, on or under an real property required of any Loan Party or any Subsidiary by a Governmental Authority or pursuant

to any Environmental Laws; and (c) keep any property owned or operated by a Loan Party or any of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens.

Section 7.15 Intellectual Property. The Loan Parties shall, and shall cause each of their Subsidiaries to, do and cause to be done all things necessary to preserve and keep in full force and effect all of their registered Trademarks, Patents, Copyrights and any other Intellectual Property, in each case material to the conduct of their businesses.

Section 7.16 [Reserved].

Section 7.17 [Reserved].

Section 7.18 [Reserved].

Section 7.19 Anti-Money Laundering Laws and Anti-Corruption Laws and International Trade Laws. Each of the Loan Parties shall comply with all Anti-Money Laundering Laws, Anti-Corruption Laws and International Trade Laws, and shall maintain all of the necessary Permits required pursuant to any Anti-Money Laundering Laws, Anti-Corruption Laws and International Trade Laws applicable to it in order for such Loan Party to continue the conduct of its business as currently conducted, and will maintain policies, procedures, and internal controls designed to promote and achieve compliance with such laws and with the terms and conditions of this Agreement. No Government Official has, directly or indirectly, the right of control over or any beneficial interest in any Loan Party.

Section 7.20 Formation of Subsidiaries; Additional Guarantors. Each Loan Party will, at the time that any Loan Party forms or acquires any direct or indirect Subsidiary that is not an Excluded Subsidiary after the Closing Date, within thirty (30) days of (i) such event, if such Subsidiary is not then an Excluded Subsidiary, or (ii) such Subsidiary no longer being an Excluded Subsidiary, if such Subsidiary was an Excluded Subsidiary at the time of such event, but ceases to be an Excluded Subsidiary thereafter (or, in either event, such later date as permitted by the Required Lenders in their sole discretion):

(a) cause such new Subsidiary (if such Subsidiary is not an Excluded Subsidiary) to provide to Agent (i) if Borrowers request, subject to the consent of the Required Lenders, that such Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, or (ii) otherwise, a joinder to the Guaranty and Security Agreement;

(b) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Equity Interests of such Subsidiary, and such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary and valued in excess of $5,000,000), all in form and substance reasonably satisfactory to the Required Lenders, necessary to create the Liens intended to be created under the Security Documents; provided that the joinder to this Agreement or the Guaranty and Security Agreement and such other Security Documents, shall not be required to be provided to Agent with respect to any Excluded Subsidiary;

(c) provide, or cause the applicable Loan Party to provide, to Agent a Pledged Interests Addendum and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary; and

(d) provide to Agent all other documentation, including, but not limited to, one or more opinions of counsel reasonably satisfactory to the Required Lenders, which is necessary or, in the Required Lenders’ reasonable discretion, appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage).

Upon Griid’s request, the SPAC may be joined to the Loan Documents as a Loan Party and, in connection therewith, comply with the requirements of this Section 7.20 applicable to Subsidiaries, to the extent applicable.

Section 7.21 Landlord Waivers. The Loan Parties shall use commercially reasonable efforts to deliver to the Agent executed landlord waiver agreements and/or collateral access agreements reasonably acceptable to the Required Lenders for all locations reasonably requested in writing by the Required Lenders from time to time.

Section 7.22 Further Assurances. Promptly upon request by the Required Lenders (or Agent acting at the direction of the Required Lenders or on its own behalf), the Loan Parties shall (and, subject to the limitations set forth herein and in the Security Documents, shall cause each of their Subsidiaries other than Excluded Subsidiaries to) take such additional actions and execute such documents as the Required Lenders (or Agent acting at the direction of the Required Lenders or on its own behalf) may reasonably require from time to time in order (a) to carry out more effectively the purposes of this Agreement or any other Loan Document, (b) to subject to the Liens created by any of the Security Documents any of the properties of the Loan Parties or their Subsidiaries, rights or interests covered by any of the Security Documents, (c) to perfect and maintain the validity, effectiveness and (to the extent required hereby) priority of any of the Security Documents and the Liens intended to be created thereby, and (d) to better assure, grant, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document.

Section 7.23 [Reserved].

Section 7.24 Accounts; Revenue Generated by Collateral Equipment. Loan Parties shall maintain (i) one or more deposit accounts that are maintained with depositary institutions as to which the Agent shall have received a Control Agreement or securities accounts that are maintained with financial institutions as to which the Agent shall have received a Control Agreement, and (ii) one or more Mined Currency Accounts (the accounts and Mined Currency Accounts described in clauses (i) and (ii) collectively, “Controlled Accounts”); provided, that nothing herein shall prohibit the Loan Parties from maintaining other deposit, securities, and other digital currency wallet accounts which are not Controlled Accounts (collectively, “Other Permitted Accounts”) and not subject to the Agent’s Liens. Cash revenue and BTC generated from the Loan Parties’ Collateral held by the Loan Parties on the Closing Date shall be remitted to and maintained in a Controlled Account or in Excluded Accounts described in clause (c) of the

definition of Excluded Account. Revenue and BTC generated from Equipment and miners acquired by the Loan Parties after the Closing Date and, proceeds of (i) Indebtedness permitted hereunder (other than the Obligations), and (ii) issuances of Equity Interests arising after the Closing Date, and (for the avoidance of doubt Investments made with such proceeds), in each case entered into and arising after the Closing Date (for the avoidance of doubt, to the extent not generated from the Loan Parties’ Collateral, including miners held by the Loan Parties, on the Closing Date) may be deposited in Other Permitted Accounts.

ARTICLE VIII

NEGATIVE COVENANTS

Each Borrower covenants and agrees that, until Payment in Full of all Obligations:

Section 8.1 Indebtedness. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, at any time create, incur, assume or suffer to exist any Indebtedness other than:

(a)

Indebtedness under the Loan Documents;

(b)

Indebtedness existing on the Closing Date and set forth in Schedule 8.1, and any Refinancing Indebtedness in respect of such Indebtedness;

Indebtedness (including Capitalized Lease Obligations and purchase money Indebtedness) to finance all or any part of the purchase, lease, construction, installment, repair or improvement of property, plant or equipment or other fixed or capital assets and software embedded in such equipment, acquired or held by Borrowers; provided that such Indebtedness is incurred within 30 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness, and (ii) any Refinancing Indebtedness in respect of such Indebtedness;

(d)

[reserved];

(e)

[reserved];

(f)

Indebtedness comprised of Permitted Intercompany Advances;

(g)

to the extent constituting Indebtedness, Hosting Obligations;

(h)

Guarantees of Indebtedness of the Loan Parties or their Subsidiaries permitted to be incurred under this Agreement; provided that (i) such guarantees are not prohibited by the provisions of Section 8.10; (ii) no such guarantee by any Subsidiary shall be permitted unless such Subsidiary shall have also provided a guarantee of the Obligations, and (iii) if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(i)

bridge loans in an aggregate principal amount of up to $20,000,000 at any time outstanding;

(j)

endorsement of negotiable instruments for deposit or collection in the ordinary course of business;

(k)

Indebtedness incurred in the ordinary course of business in respect of (i) overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements, and in connection with securities and commodities arising in connection with the acquisition or disposition of Permitted Investments and not any obligation in connection with margin financing, (ii) [reserved], (iii) the endorsement of instruments for deposit or the financing of insurance premiums, (iv) [reserved], (v) [reserved] and (vi) Indebtedness owed to any Person providing property, casualty, business interruption or liability insurance to any Loan Party or any of its Subsidiaries, so long as such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of the annual premium for such insurance;

(1)

any other unsecured Indebtedness incurred by any Loan Party or any of their Subsidiaries;

(m)

Indebtedness in respect of obligations owed to any Person in connection with workers’ compensation, health, disability or other employee benefits or unemployment insurance and other social security laws or regulations and premiums related thereto, in each case, in the ordinary course of business,

(n)

Indebtedness representing any taxes, assessments and other governmental charges or levies to the extent such taxes, assessments and other governmental charges or levies are being contested by a Borrower or the applicable Subsidiary in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP; or

(o)

any other Indebtedness incurred by any Loan Party or any of its Subsidiaries in an aggregate outstanding amount not to exceed $10,000,000 at any one time.

Section 8.2 Contingent Obligations. Except as specified in Schedule 8.2, the Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, incur, assume, or suffer to exist any Contingent Obligation, excluding (a) indemnities given in connection with this Agreement or the other Loan Documents in favor of the Lender and the Lender, or (b) Contingent Obligations incurred, assumed or suffered in connection with any Indebtedness permitted under Section 8.1.

Section 8.3 Entity Changes, Etc. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, merge or consolidate with any Person or liquidate or dissolve itself (or suffer any liquidation or dissolution), except

(a) any Loan Party (other than Holdings), or Subsidiary of any Loan Party may liquidate or dissolve voluntarily into, and may merge with and into, any Loan Party, so long as, to the extent a Borrower is a party to such merger, a Borrower is the surviving entity;

(b) any Guarantor (other than Holdings) may liquidate or dissolve voluntarily into, and may merge with and into any Loan Party;

(c) any Subsidiary of a Loan Party that is not a Loan Party may liquidate or dissolve voluntarily into, and may merge with and into any Subsidiary that is not itself a Loan Party;

(d) the assets or Equity Interests of any Loan Party (other than Holdings), or Subsidiary of any Loan Party may be purchased or otherwise acquired by any Loan Party;

(e) the assets or Equity Interests of any Subsidiary that is not a Loan Party may be purchased or otherwise acquired by any Loan Party or Subsidiary of a Loan Party; and

(f) the consummation of the SPAC Transaction.

Section 8.4 Change in Nature of Business. The Loan Parties will not, and will not permit any of their Subsidiaries to, engage in any operations, business or activity other than (a) vertically-integrated digital currency mining and hosting operations, including, without limitation, generating Mined Currency using the Collateral Equipment in accordance with the terms hereof, (b) maintaining its existence, (c) participating in tax, accounting and other administrative activities as a member of the consolidated group of companies including the Loan Parties, (d) executing, delivering and the performance of rights and obligations under the Loan Documents, and related documents to which it is a party, (e) making payments to the extent required or otherwise permitted by this Agreement or any other Loan Document, and (f) activities reasonably related, incidental or ancillary to the foregoing and reasonable extensions thereof; provided that no such line of business of activity thereunder shall be permitted if as a result thereof the Loan Parties would not be able to make the representation and warranty set forth in Section 6.34 at any time.

Section 8.5 Sales, Etc. of Assets. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, sell, transfer or otherwise dispose of any of the assets of the Loan Parties and their Subsidiaries; provided, that the foregoing shall not prohibit: (a) payment of operating costs in the ordinary course of business, (b) sales, transfers, or dispositions between or among Loan Parties, (c) sales, transfers, or dispositions of Permitted Investments on commercially reasonable terms, and (d) dispositions of property for cash for fair market value in the ordinary course of business; provided that, in the case of clause (d), the proceeds of sales of Collateral are either (i) deposited into a Controlled Account of a Loan Party, or (ii) used to purchase upgrade or replace equipment which is pledged to as Collateral for the Obligations.

Section 8.6 Use of Proceeds. Borrowers will not (a) use any portion of the proceeds of any Loan for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation U of the Federal Reserve Board) in any manner which violates the provisions of Regulation T, U or X of the Federal Reserve Board or for any other purpose in violation of any applicable statute or regulation, or of the terms and conditions of this Agreement, or (b) take, or permit any Person acting on its behalf to take, any action which could reasonably be expected to cause this Agreement or any other Loan Document to violate any regulation of the Federal Reserve Board.

Section 8.7 [Reserved].

Section 8.8 Liens. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, at any time create, incur, assume or suffer to exist any Lien on or with respect to any assets other than Permitted Liens.

Section 8.9 Dividends, Redemptions, Distributions, Etc. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, pay any dividends or make any distributions on or in respect of its Equity Interests, or purchase, redeem or retire any of its Equity Interests or any warrants, options or rights to purchase any such Equity Interests, whether now or hereafter outstanding (“Interests”), or make any payment on account of or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of such Interests, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Loan Parties or any of their Subsidiaries (collectively, “Restricted Payments”), except that (a) a Subsidiary may make Restricted Payments to any Loan Party or to another Subsidiary of a Loan Party, (b) Restricted Payments made to any Loan Party or among Loan Parties, (c) any non-wholly-owned Subsidiary may make ratable Restricted Payments to the holders of its Equity Interests (provided that all such holders receive like forms of consideration in respect of each such Restricted Payment), (d) each Loan Party may make Permitted Tax Distributions, (e) to the extent paid as a distribution, payment of Permitted SP AC Expenses, and (f) after the SP AC Transaction, Griid may make any distributions to the SP AC that are necessary for the SP AC to make required payments under the Tax Receivable Agreement, and (g) after the SPAC Transaction, the Loan Parties or their Subsidiaries may make other dividends or distributions so long as (i) no Default under Section 10.l(a) or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed dividends or distributions, and (ii) both before and after making any such dividends or distributions the amount of all unrestricted cash and Cash Equivalents of the Loan Parties as of such date shall exceed the amount of all Indebtedness of the Loan Parties and their Subsidiaries.

Section 8.10 Investments. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, at any time make or hold any Investment in any Person (whether in cash, securities or other property of any kind) except the following (collectively, the “Permitted Investments”):

(a) Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 8.10;

(b) Investments in digital currency, Digital Currency or cash and Cash Equivalents;

(c) Guarantees by the Loan Parties and their Subsidiaries constituting Indebtedness permitted by Section 8.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is guaranteed by any Loan Party shall be subject to the applicable limitations set forth in Section 8.1;

(d) loans or advances to employees, officers or directors of the Loan Parties or any of their Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed $100,000 at any time outstanding;

(e) Permitted Hedging Agreements;

(f) Investments in Loan Parties;

(g) Permitted Intercompany Advances;

(h) Investments (i) in any Equity Interests received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and (ii) deposits, prepayments, and other credits in connection with the purchase price of goods or services made in the ordinary course of business;

(i) Investments in the ordinary course of business consisting of endorsements negotiable instruments for collection or deposit;

(j) Investments received in settlement of amounts due to a Loan Party effected in the ordinary course of business or owing to such Loan Party as a result of Insolvency Events involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of such Loan Party;

(k) Permitted Acquisitions;

(1) Any other Investments made by any Loan Party or any of their Subsidiaries as long as both before and after giving pro forma effect to such Investment, no Default or Event of Default has occurred and is continuing;

(m) Investments by any Loan Party in any Subsidiary that is not a Loan Party so long as such Investment is to finance (i) tax and corporate maintenance obligations in the ordinary course of business, (ii) payment of utility bills for property owned or leased by such Subsidiary that supports the businesses of the Loan Parties, (iii) payment of the security guards for any such property owned or leased by such Subsidiary, and (iv) other expenses in an aggregate amount not to exceed $75,000 per year;

(n) other Investments which in the aggregate do not exceed $5,000,000 in any fiscal year; or

( o) Investments in joint ventures which in the aggregate do not exceed $25,000,000 at any time outstanding.

Section 8.11 [Reserved].

Section 8.12 Fiscal Year. The Loan Parties will not, and will not permit any of their Subsidiaries to, change their fiscal year from a year ending December 31st.

Section 8.13 Accounting Changes. The Loan Parties will not, and will not permit any of their Subsidiaries to, at any time make or permit any change in accounting policies or reporting practices, except as required by GAAP.

Section 8.14 [Reserved].

Section 8.15 ERISA Compliance. The Loan Parties will not, and will not permit any of their Subsidiaries or ERISA Affiliates to, directly or indirectly: (i) engage in any Prohibited Transaction with respect to any Plan which could reasonably be expected to result in a civil penalty or excise tax described in Section 406 of ERISA or Section 4975 of the Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the Department of Labor; (ii) permit to exist with respect to any Pension Plan any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived; (iii) terminate any Pension Plan where such event would result in any liability of any Loan Party or Subsidiary or ERISA Affiliate under Title IV of ERISA; (iv) fail to make any required contribution or payment to any Multiemployer Plan; (v) fail to pay any required installment or any other payment required under Section 412 or 430 of the Code with respect to any Pension Plan on or before the due date for such installment or other payment; (vi) amend a Pension Plan resulting in an increase in current liability for the plan year such that any Loan Party or Subsidiary or ERISA Affiliate is required to provide security to such Plan under Section 307 of ERISA or Section 401(a)(29) of the Code; (vii) withdraw from any Multiemployer Plan where such withdrawal is reasonably likely to result in any liability of any Loan Party or Subsidiary or ERISA Affiliate under Title IV of ERISA; or (viii) take any action that would cause a Termination Event or the imposition of an excise tax under Section 4978 or Section 4979A of the Code, except, in case of each of clause (i) through (viii), which could be reasonably expected, individually or in the aggregate, to not have a Material Adverse Effect.

Section 8.16 Prepayments and Amendments. The Loan Parties will not, and will not permit any of their Subsidiaries to,

(a) at any time make any voluntary prepayment of any Indebtedness which is contractually subordinated to the Obligations, other than as permitted by the applicable subordination agreement;

(b) directly or indirectly, amend, modify, or change any of the terms or provisions of any of the following, in each case in a manner that would be materially adverse to the Agent or the Lenders in their capacities as such or otherwise in violation of the express provisions of the Loan Documents:

(i) any Material Contract; or

(ii) the Governing Documents of any Loan Party or any of its Subsidiaries.

Section 8.17 [Reserved].

Section 8.18 Activities of Holdings.

(a) Holdings shall not engage in any business activities or own any property other than (a) ownership of the Equity Interests of its Subsidiaries, (b) activities and contractual rights incidental to maintenance of its corporate or organizational existence including legal, tax, accounting and similar activities on behalf of itself and its Subsidiaries, (c) performance of its obligations under organization documents and the Loan Documents to which it is a party, (d) its ownership or acquisition of cash and Cash Equivalents in an amount reasonably required in connection with its business activities permitted under this Section 8.18 or representing proceeds of a Restricted Payment permitted hereunder, including held pending further distribution to its parent or equity holders, (e) providing customary indemnification to officers and directors, (f) activities relating to the performance of its obligations under the Loan Documents, (g) Investments consisting of loans made to other Loan Parties and permitted under this Agreement, (h) issuing Equity Interests (other than Disqualified Equity Interests) to its direct equity holders, and (i) actions reasonably related to the forgoing clauses (a) through (h).

(b) From and after the occurrence of the SPAC Transaction, Holdings shall not issue any Equity Interests to any Person other than the SPAC.

Section 8.19 [Reserved].

Section 8.20 [Reserved].

Section 8.21 Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a disposition permitted by Section 8.5 and (b) restrictions by reason of customary provisions restricting transfers of property (including (i) in agreements evidencing purchase money debt that impose restrictions on the property so acquired, (ii) provisions restricting assignments, subletting, or other transfers contained in leases, licenses, joint venture agreements, and similar agreements, and (iii) restrictions that are or were created by virtue of any transfer of, agreement to transfer, or option or right with respect to any property, assets, or Equity Interests not otherwise prohibited under this Agreement), the Loan Parties will not, and will not permit any of their Subsidiaries to, enter into or suffer to exist any agreement (other than in favor of Agent) prohibiting or conditioning the creation or assumption of any Lien (other than Permitted Liens) upon any of its assets to secure the Obligations.

Section 8.22 Affiliate Transactions. The Loan Parties will not, and will not permit any of their Subsidiaries to, enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated by the Loan Documents; (b) transactions with Affiliates that are in effect as of the Closing Date, as shown on Schedule 8.22; (c) transactions with Affiliates fully disclosed to Agent and upon fair and reasonable terms no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate (other than the payment of management, consulting, monitoring, or advisory fees); (d) transactions between or among the Loan Parties and their Subsidiaries; (e) payment of Permitted SP AC Expenses; and (f) reasonable compensation, benefits, severance, bonuses, indemnities and reimbursement of expenses of officers and directors in the ordinary course of business.

ARTICLE IX

[RESERVED]

ARTICLE X

EVENTS OF DEFAULT

Section 10.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”:

(a) any Loan Party shall fail to pay any (i) principal of any Loan when due and payable, whether at the due date therefor, stated maturity, by acceleration, or otherwise; or (ii) interest, Lender Group Expenses or other Obligations (other than an amount referred to in the foregoing clause (i)) when due and payable, whether at the due date therefor, stated maturity, by acceleration, or otherwise, and, in either event, such default continues unremedied for a period of ten (10) days after written notice thereof from Agent or any Lender to a Borrower; or

(b) there shall occur a default in the performance or observance of any agreement, covenant, condition, provision or term contained in this Agreement or any other Loan Document (other than those referred to in Section 10.l(a)) and such default continues for a period of thirty (30) days after the earlier of (x) the date on which such default first becomes known to any Responsible Officer of any Loan Party or (y) written notice thereof from Agent or any Lender to a Borrower; or

(c) any order, judgment, or decree shall be entered against any Loan Party or decreeing that such Loan Party shall dissolve, wind up or otherwise cease to conduct its business and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days; or

(d) (i) any Loan Party or any of its Subsidiaries shall become the subject of an Insolvency Event or any substantially material portion of any Borrower or Guarantor’s assets is repossessed, attached, seized, made subject to a writ or distress warrant, levied upon or brought within the possession of any receiver, trustee, custodian, assignee for the benefit of creditors or other person or (ii) any Loan Party or its Subsidiaries are enjoined, restrained, or in any way prevent by court order from selling a substantially material portion of its inventory or assets or continuing to conduct all or any material part of its business affairs, and any such events described in this clause (d) shall continue for 45 days without having been dismissed, bonded, or discharged;

(e) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders (or a trustee or agent on behalf of such holder or holders) to declare any Material Indebtedness to be due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, in each case, beyond the grace period, if any, provided for therefor; or

(f) any representation or warranty made or deemed made by or on behalf of any Loan Party or any of its Subsidiaries under or in connection with any Loan Document, or in

any Financial Statement, report, document or certificate delivered in connection therewith, shall prove to have been false in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) when made or deemed made; or

(g) any judgment or order for the payment of money which, when taken together with all other judgments and orders rendered against the Loan Parties and their Subsidiaries exceeds $5,000,000 in the aggregate (to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has not disclaimed coverage) and either (i) there is a period of sixty consecutive days at any time after the entry of any such judgment, order, or award during which (A) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (B) a stay of enforcement thereof is not in effect, or (ii) enforcement proceedings are commenced upon such judgment, order, or award; or

(h) this Agreement or any other Security Document that purports to create a Lien securing any Obligation, shall, for any reason, fail or cease to create a valid and perfected first priority Lien on any material portion of the Collateral, taken as a whole, purported to be covered thereby (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) with the priority required by the relevant Security Document, in each case for any reason other than through the action of the Agent or any Secured Party or the failure of Agent or any Secured Party to take any action within its control; or

(i) (i) any material provision, covenant, agreement or obligation of a Loan Party contained in any of the Loan Documents, taken as a whole, shall cease to be enforceable (except in accordance with its terms or as a result of acts or a failure to act by any Agent where the Loan Parties are, if requested by an Agent, cooperating with the Agents in remediating such event); (ii) any Loan Party shall deny or disaffirm its obligations under any of the Loan Documents or any Liens granted in connection therewith in writing or shall otherwise challenge any of its obligations under any of the Loan Documents in writing, in each case other than by reason of Payment In Full; or (iii) any Liens granted on any material portion of the Collateral shall be determined to be void, voidable or invalid, or are subordinated; or

(j) a default, event of default or other analogous occurrence on the part of Griid or any of its Affiliates under or in respect of the Hosting Agreement (after giving effect to any applicable grace or cure period).

Section 10.2 Acceleration. Upon the occurrence and during the continuance of an Event of Default, Agent (at the direction of the Required Lenders) may take any or all of the following actions, without prejudice to the rights of Agent or any Lender to enforce its claims against Borrowers to declare all Obligations immediately due and payable (except with respect to any Event of Default with respect to a Loan Party specified in Section 10.l(d), in which case all Obligations shall automatically become immediately due and payable) without presentment, demand, protest or any other action or obligation of Agent or any Lender, all of which are hereby waived by each Borrower.

Section 10.3 Other Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default, Agent and the Lenders shall have all rights and remedies with respect to the Obligations and the Collateral under applicable law (including the UCC) and the Loan Documents, and Agent (at the direction of the Required Lenders) may do any or all of the following: (i) remove for copying all documents, instruments, files and records (including the copying of any computer records) relating to Borrowers’ Receivables or use (at the expense of Borrowers) such supplies or space of Borrowers at Borrowers’ places of business necessary to administer, enforce and collect such Receivables including any supporting obligations; (ii) accelerate or extend the time of payment, compromise, issue credits, or bring suit on Borrowers’ Receivables (in the name of Borrowers or Agent) and otherwise administer and collect such Receivables; (iii) sell, assign and deliver Borrowers’ Receivables with or without advertisement, at public or private sale, for cash, on credit or otherwise, subject to applicable law; and (iv) foreclose the security interests created pursuant to the Loan Documents by any available procedure, or take possession of any or all of the Collateral, without judicial process and enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same.

(b) The Loan Parties and the Lenders hereby irrevocably authorize Agent, based upon the instruction of the Required Lenders, to, upon the occurrence and during the continuation of an Event of Default, (i) consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy, in each case, free from any right of redemption, which right is expressly waived by Borrowers. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days’ notice shall constitute reasonable notification. Borrowers will assemble the Collateral in their possession and make it available at such locations in the United States as Agent may specify, whether at the premises of a Loan Party or elsewhere, and will make reasonably available to Agent the premises and facilities of each Loan Party for the purpose of Agent’s taking possession of or removing the Collateral or putting the Collateral in saleable form. Agent (at the direction of the Required Lenders) may sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Agent may deem commercially reasonable. Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent (at the direction of the Required Lenders) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Borrower hereby grants Agent a license to enter and occupy any of Borrowers’ leased or owned premises and facilities, without charge, to exercise any of Agent’s rights or remedies. The proceeds received from any sale of Collateral shall be applied in accordance with Section 10.5.

Section 10.4 License for Use of Software and Other Intellectual Property. Borrowers hereby grant to Agent a non-exclusive, fully-paid, royalty-free license or other right to use, only upon the occurrence and during the continuance of an Event of Default and without charge, all computer software programs, data bases, processes, Trademarks, Copyrights, labels, trade secrets, Patents, advertising materials and other Intellectual Property rights, assets and materials used by Borrowers in connection with their businesses or in connection with the Collateral.

Section 10.5 Post-Default Allocation of Payments.

(a) Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, if so directed by the Required Lenders or at Agent’s discretion, monies to be applied to the Obligations, whether arising from payments by the Loan Parties, realization on Collateral, setoff, or otherwise, shall be allocated as follows:

(i) first, to all Lender Group Expenses owing to Agent (including attorneys’ fees) in its capacity as Agent;

(ii) second, to all Lender Group Expenses owing to the Lenders;

(iii) third, to all Obligations constituting interest on the Loans;

(iv) fourth, to the principal amount of outstanding Loans;

(v) fifth, to all other Obligations (other than as referred to in (vi) below);

(vi) sixth, to all outstanding Hosting Obligations; and

(vii) finally, to the Loan Parties.

Amounts shall be applied to each of the foregoing categories of Obligations in the order presented above before being applied to the following category. Where applicable, all amounts to be applied to a given category will be applied on a pro rata basis among those entitled to payment in such category. The allocations set forth in this section are solely to determine the rights and priorities of the Secured Parties among themselves and may be changed by agreement among them without the consent of any Loan Party. No Loan Party is entitled to any benefit under this Section or has any standing to enforce this section.

Section 10.6 No Marshalling: Deficiencies: Remedies Cumulative. Agent shall have no obligation to marshal any Collateral or to seek recourse against or satisfaction of any of the Obligations from one source before seeking recourse against or satisfaction from another source. The net cash proceeds resulting from Agent’s exercise of any of the foregoing rights to liquidate all or substantially all of the Collateral shall be applied by Agent to such of the Obligations and in such order as Agent shall elect in its discretion, whether due or to become due. Borrowers shall remain liable to Agent and the Lenders for any deficiencies, and Agent and the Lenders in turn agree to remit to the applicable Loan Party or its successor or assign any surplus resulting therefrom. All of Agent’s and the Lenders’ remedies under the Loan Documents shall be cumulative, may be exercised simultaneously against any Collateral and any Loan Party or in such order and with respect to such Collateral or such Loan Party as Agent or the Lenders may deem desirable, and are not intended to be exhaustive.

Section 10.7 Waivers. Except as may be otherwise specifically provided herein or in any other Loan Document, Borrowers hereby waive any right to a judicial or other hearing with respect to any action or prejudgment remedy or proceeding by Agent to take possession, exercise control over, or dispose of any item of Collateral in any instance (regardless of where the same may be located) where such action is permitted under the terms of this Agreement or any other Loan Document or by applicable law or of the time, place or terms of sale in connection with the exercise of Agent’s or any Lender’s rights hereunder and also waives any bonds, security or sureties required by any statute, rule or other law as an incident to any taking of possession by Agent of any Collateral. Borrowers also waive any damages (direct, consequential or otherwise) occasioned by the enforcement of Agent’s or any Lender’s rights under this Agreement or any other Loan Document including the taking of possession of any Collateral or the giving of notice to any account debtor or the collection of any Receivable of Borrowers. Borrowers also consent that Agent and the Lenders may enter upon any premises owned by or leased to it without obligations to pay rent or for use and occupancy, through self-help, without judicial process and without having first obtained an order of any court. These waivers and all other waivers provided for in this Agreement and the other Loan Documents have been negotiated by the parties, and Borrowers acknowledge that it has been represented by counsel of its own choice, has consulted such counsel with respect to its rights hereunder and has freely and voluntarily entered into this Agreement and the other Loan Documents as the result of arm’s-length negotiations.

Section 10.8 Further Rights of Agent and the Lenders. Following the occurrence and during the continuance of an Event of Default, if Borrowers shall fail to purchase or maintain insurance (where applicable), or to pay any tax, assessment, governmental charge or levy, except as the same may be otherwise permitted hereunder or which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, or if any Lien prohibited hereby shall not be paid in full and discharged or if a Borrower shall fail to perform or comply with any other covenant, promise or obligation to Agent or any Lender hereunder or under any other Loan Document, Agent may (but shall not be required to) perform, pay, satisfy, discharge or bond the same for the account of Borrowers, and all amounts so paid by Agent shall be treated as a Loan hereunder and shall constitute part of the Obligations.

Section 10.9 Interest After Event of Default. Borrowers agree and acknowledge that any additional interest and fees that may be charged under Section 4.2 are (a) an inducement to the Lenders to make Loans and that the Lenders and Agent would not consummate the transactions contemplated by this Agreement without the inclusion of such provisions, (b) fair and reasonable estimates of the Lenders’ and Agent’s costs of administering the credit facility upon an Event of Default, and (c) intended to estimate the Lenders’ and Agent’s increased risks upon an Event of Default.

Section 10.10 Receiver. In addition to any other remedy available to it, Agent shall also have the right, upon the occurrence of an Event of Default and during its continuation, to seek and obtain the appointment of a receiver to take possession of and operate and/or dispose of the business and assets of Borrowers.

Section 10.11 Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any right or remedy shall not preclude the exercise of any other right or remedy provided for herein or in any other Loan Document or otherwise provided by law from and after the occurrence of any Event of Default and during its continuation, all of which shall be cumulative and not alternative.

ARTICLE XI

THE AGENT

Section 11.1 Appointment of Agent.

(a) Each Lender hereby designates BCUK as its agent and irrevocably authorizes it to take action on such Lender’s behalf under the Loan Documents and to exercise the powers and to perform the duties described therein and to exercise such other powers as are reasonably incidental thereto.

(b) Agent may perform any of its duties by or through its agents or employees or by or through one or more sub-agents appointed by it and the exculpatory provisions of this Article shall apply to any such sub-agent.

(c) Notwithstanding any provision to the contrary elsewhere in this Agreement, (i) prior to granting any material consent, waiver or approval hereunder, the Agent shall first consult with the Required Lenders, (ii) the Agent shall not elect to not take any material action hereunder without first consulting with the Required Lenders, (iii) the Required Lenders have the power to direct the Agent in the exercise of its powers and the performance of its duties under the Loan Documents and the Agent agrees to act in accordance with such directions of the Required Lenders; provided that in no event shall the Agent be required to comply with any such directions to the extent that the Agent reasonably believes that its compliance with such directions would be unlawful, could cause the Agent reputational harm, or for which the Agent does not reasonably believe it is adequately indemnified.

(d) The provisions of this Article are solely for the benefit of Agent and the Lenders, and, other than as set forth in Section 11.9, Borrowers shall not have any rights as third party beneficiaries of any of the provisions hereof. Agent shall act solely as agent of the Lenders and assume no obligation toward or relationship of agency or trust with or for Borrowers.

Section 11.2 Nature of Duties of Agent. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Documents. Neither Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it or them as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct. The duties of Agent shall be mechanical and administrative in nature. Agent does not have a fiduciary relationship with or any implied duties to any Lender or any participant of any Lender.

Section 11.3 Lack of Reliance on Agent.

(a) Independent Investigation. Independently and without reliance upon Agent, each Lender, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial or other condition and affairs of Borrowers and the other Loan Parties in connection with taking or not taking any action related hereto and (ii) its own appraisal of the creditworthiness of Borrowers and the other Loan Parties, and, except as expressly provided in this Agreement, Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the initial Loans or at any time or times thereafter.

(b) No Obligation of Agent. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, collectability, priority or sufficiency of this Agreement or the Notes or the financial or other condition of Borrowers and the other Loan Parties. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, the financial condition of Borrowers and the other Loan Parties, or the existence or possible existence of any Default or Event of Default.

Section 11.4 Certain Rights of Agent. Agent may request instructions from the Required Lenders at any time. If Agent requests instructions from the Required Lenders with respect to any action or inaction, it shall be entitled to await instructions from the Required Lenders. No Lender shall have any right of action based upon Agent’s action or inaction in response to instructions from the Required Lenders.

Section 11.5 Reliance by Agent. Agent may rely upon any written, electronic or telephonic communication it believes to be genuine and to have been signed, sent or made by the proper Person. Agent may obtain the advice of legal counsel (including counsel for Borrowers with respect to matters concerning Borrowers), independent public accountants and other experts selected by it and shall have no liability for any action or inaction taken or omitted to be taken by it in good faith based upon such advice.

Section 11.6 Indemnification of Agent. To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent to the extent of such Lender’s Pro Rata Share (determined as of the time that such indemnity payment is sought) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder or otherwise relating to the Loan Documents unless resulting from Agent’s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction. The agreements contained in this Section shall survive any termination of this Agreement and the other Loan Documents and the Payment in Full of the Obligations.

Section 11.7 Agent in Its Individual Capacity. In its individual capacity, Agent shall have the same rights and powers hereunder as any other Lender or holder of a Note or participation interest and may exercise the same as though it was not performing the duties specified herein.

The terms “Lenders,” “Required Lenders,” “holders of Notes,” or any similar terms shall, unless the context clearly otherwise indicates, include each of BCUK and Blockchain in its individual capacity. Agent and its Affiliates may accept deposits from, lend money to, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory or other business with Borrowers or any Affiliate of Borrowers as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrowers for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

Section 11.8 Holders of Notes. Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

Section 11.9 Successor Agent.

(a) Resignation. Agent may, upon twenty (20) Business Days’ notice to the Lenders and Borrowers, resign by giving written notice thereof to the Lenders and Borrowers.

(b) Replacement of Agent after Resignation. Upon receipt of notice of resignation by Agent, the Required Lenders may appoint a Lender that is not a Disqualified Institution as successor agent. If such a successor agent has not been so appointed or not accepted such appointment within fifteen (15) Business Days of the retiring Agent’s resignation notice, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor agent that is not a Disqualified Institution which, so long as no Event of Default then exists, shall be subject to the written approval of Borrowers, which approval shall not be unreasonably withheld and shall be delivered to the retiring Agent and the Lenders within ten (10) Business Days after Borrowers’ receipt of notice of a proposed successor agent.

(c) Removal of Agent. If the Person serving as Agent is a Defaulting Lender, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person as Agent and, in consultation with the Borrower, appoint a successor thereto (so long as such successor is not a Disqualified Institution).

(d) Discharge. Upon its acceptance of the agency hereunder, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. The retiring Agent shall continue to have the benefit of the provisions of this Article for any action or inaction while it was Agent.

Section 11.10 Collateral Matters.

(a) Exercise Binding. Except as otherwise set forth herein, any action or exercise of powers by Agent provided under the Loan Documents, together with such other powers as are reasonably incidental thereto, shall be deemed authorized by and binding upon all of the Lenders. At any time and without notice to or consent from any Lender, Agent may take any action necessary or advisable to perfect and maintain the perfection of the Liens upon the Collateral.

(b) Releases. Agent is authorized to release any Lien granted to or held by it upon any Collateral (i) upon Payment in Full of all of the Obligations, (ii) required to be delivered in connection with permitted sales or other dispositions of Collateral hereunder, if any, upon receipt of the proceeds by Agent (or, if permitted hereunder, the applicable Borrower), or (iii) if the release can be and is approved by the Required Lenders. Agent may request, and the Lenders will provide, confirmation of Agent’s authority to release particular types or items of Collateral.

(c) Sale of Collateral. Upon any sale or transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent herein or under any of the other Loan Documents or pursuant hereto or thereto upon the Collateral that was sold or transferred, provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all of the expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure.

(d) No Obligation for Agent. Agent shall not have any obligation to assure that the Collateral exists or is owned by any Borrower, that the Collateral is cared for, protected or insured, or that the Liens on the Collateral have been created or perfected or have any particular priority. With respect to the Collateral, Agent may act in any manner it may deem appropriate, in its sole discretion, given BCUK’s and Blockchain’s own interests in the Collateral as one of the Lenders, and it shall have no duty or liability whatsoever to the Lenders with respect thereto, except for its gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction.

Section 11.11 Actions with Respect to Defaults. In addition to Agent’s right to take actions on its own accord as permitted under this Agreement, Agent shall take such action with respect to an Event of Default as shall be directed by the Required Lenders. Until Agent shall have received such directions, Agent may act or not act as it deems advisable and in the best interests of the Lenders.

Section 11.12 Delivery of Information. Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by Agent from Borrowers, the Required Lenders, any Lender or any other Person under or in connection with this Agreement or any other Loan Document except (i) as specifically provided in this Agreement or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of Agent at the time of receipt of such request and then only in accordance with such specific request.

Section 11.13 Erroneous Payments.

(a) If Agent determines (which determination shall be conclusive and binding, absent manifest error) that Agent or any of its Affiliates has erroneously, mistakenly or inadvertently transmitted any funds to any Lender or any Person who has received funds by or on behalf of a Lender (together with their respective successors and assigns, a “Payment Recipient”) (whether or not such transmittal was known by any such Payment Recipient) (any such funds, whether received as a payment, prepayment, or repayment of principal, interest, fees, distributions, or otherwise, individually and collectively, an “Erroneous Payment’’) and Agent subsequently demands the return of such Erroneous Payment (or any portion thereof), then such Lender shall promptly, but in no event later than two (2) Business Days after such demand, return to Agent the amount of any such Erroneous Payment (or portion thereof) as to which such demand was made by Agent, in same day funds (in the currency received by the Payment Recipient), together with interest thereon in respect of each day from and including the date such amount was received by such Payment Recipient to the date such amount is repaid to Agent in same day funds at the Federal Funds Rate.

(b) To the extent permitted by applicable law, each of each Lender agrees not to assert any right or claim to any Erroneous Payment (or any portion thereof) and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Agent for the return of any Erroneous Payment (or any portion thereof) (including, without limitation, any defense based on “discharge for value” or any similar doctrine).

(c) This Section 11.13(c) shall survive the resignation or replacement of Agent, any transfer of rights or obligations by, or the replacement of, a Lender and/or the repayment, satisfaction or discharge of all Indebtedness (or any portion thereof) under any Loan Document.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1 Notices. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing and sent by certified or registered mail, return receipt requested, by overnight delivery service, with all charges prepaid, by hand delivery or by electronic transmission, including email, as follows:


To Agent
		[** *]
		Attn: [* * *]
		Email: [ * * * ]

		With a copy (which shall not constitute notice) to:
		[***]

		Attn: [***]

		Email: [ * * * ]


To Borrowers:		Griid Infrastructure LLC
		2577 Duck Creek Road
		Cincinnati, OH 45212

		Attn: James D. Kelly III
		Email: [ * * * ]

		With a copy (which shall not constitute notice) to:

		Troutman Pepper Hamilton Sanders LLP
		875 Third Avenue
		New York, NY 10022
		Attn: Patrick B. Costello
		Email: [ * * * ]

To any Lender		to its address specified in the Assignment and Acceptance under which it became a party hereto

Any party hereto may change its address or email address for notices and other communications hereunder by notice to the other parties hereto. All such notices and correspondence shall be deemed given (a) if sent by certified or registered mail, five (5) Business Days after being postmarked, (b) if sent by overnight delivery service or by hand delivery, when received at the above stated addresses or when delivery is refused and (c) if sent by facsimile or other form of electronic transmission (including by electronic imaging), when such transmission is confirmed. All notices and other communications sent to an e-mail address shall be (i) deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the ‘‘return receipt requested’’ function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, in the case of clauses (i) and (ii) above, if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

Section 12.2 Delays; Partial Exercise of Remedies. No delay or omission of Agent or the Required Lenders to exercise any right or remedy hereunder shall impair any such right or operate as a waiver thereof. No single or partial exercise by Agent or the Required Lenders of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right or remedy.

Section 12.3 Right of Setoff. In addition to and not in limitation of all rights of offset that any Lender or any of its Affiliates may have under applicable law, and whether or not such Lender shall have made any demand or the Obligations of Borrowers have matured, each Lender and its Affiliates shall have the right, anytime following the occurrence and during the continuance of an Event of Default, to set off and apply any and all deposits (general or special, time or demand, provisional or final, or any other type) at any time held and any other Indebtedness at any time owing by such Lender or any of its Affiliates to or for the credit or the account of Borrowers or any of their Affiliates against any and all of the Obligations. In the event that any Lender or any of its Affiliates exercises any of its rights under this Section 12.3, such Lender shall provide notice to Agent and Borrowers of such exercise, provided that the failure to give such notice shall not affect the validity of the exercise of such rights.

Section 12.4 Indemnification; Reimbursement of Expenses of Collection.

(a) Borrowers hereby agree that Borrowers will indemnify, defend and hold harmless Agent, each Lender, and each other Secured Party and their respective successors, assigns, directors, officers, agents, employees, advisors, shareholders, attorneys and Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing) or expenses (including, without limitation, reasonable fees and disbursements of counsel, experts, consultants and other professionals) incurred by any of them (collectively, “Claims”) (except, in the case of each Indemnified Party, to the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct) arising after the Closing Date out of or by reason of (i) any litigation, investigation, claim or proceeding related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by a Borrower of the proceeds of the Loans, (C) [reserved] or (D) any Indemnified Party’s entering into this Agreement, the other Loan Documents or any other agreements and documents relating hereto (other than consequential damages and loss of anticipated profits or earnings), including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding, (ii) the presence or Release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries; any Environmental Actions or any Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries; or any other action taken or required to be taken by a Borrower in connection with compliance by such Borrower, or any of its properties, with any Environmental Laws, and (iii) any pending, threatened or actual action, claim, proceeding or suit by any Owner of any Borrower against such Borrower or any actual or purported violation of a Borrower’s Governing Documents or any other agreement or instrument to which a Borrower is a party or by which any of its properties is bound. This Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b) In addition, Borrowers shall, upon demand, pay to each of Agent and the Lenders all Lender Group Expenses incurred by each of them.

(c) If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law.

(d) Borrowers’ obligations under Sections 4.9 and 4.10 and this 12.4 shall survive any termination of this Agreement and the other Loan Documents and the Payment in Full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Section 12.5 Amendments, Waivers and Consents. No amendment or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrowers and the Required Lenders (or by Agent at their instruction on their behalf), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:

(a) no amendment, waiver or consent shall, unless in writing and signed by Borrowers and all Lenders, do any of the following at any time: (i) amend the definition of “Required Lenders” or “Pro Rata Share” or otherwise change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder (ii) amend this Section 12.5, (iii) release all or substantially all of the value of the guaranties made pursuant to the Guaranty and Security Agreement or any other Loan Document (except as expressly provided in the Loan Documents), (iv) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents), (v) amend any of the provisions of Section 10.5, (vi) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or any fees or other amounts payable on the Loans hereunder, (vii) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder on the Loans is required to be made, or (viii) increase the amount of or maturity date of any Loan;

provided further that no amendment, waiver or consent shall, unless in writing and signed by Agent, in addition to the Lenders required above, take any action that affects the rights or duties of Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.

Section 12.6 Nonliability of Agent and Lenders. The relationship between and among Borrowers, Agent and the Lenders shall be solely that of borrower, agent and lender and, respectively. Neither the Lenders nor Agent shall have any fiduciary responsibilities to Borrowers. Neither the Lenders nor Agent undertake any responsibility to Borrowers to review or inform Borrowers of any matter in connection with any phase of Borrowers’ business or operations.

Section 12.7 Assignments and Participations.

(a) Borrower Assignment. No Borrower shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Agent and the Lenders, and any assignment in contravention of the foregoing shall be absolutely null and void.

(b) Lender Assignments. Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement, the Notes and the other Loan Documents upon execution and delivery to Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment, with the prior written consent (such consent not to be unreasonably withheld) of the Borrowers, provided that, (X) the Borrowers shall be deemed to have consented to an assignment of all or a portion of the Loans unless it shall object thereto by written notice to the Agent within ten (1 0) Business Days after having received notice thereof, and (Y) no consent of the Borrowers shall be required for an assignment to a Lender, an Affiliate of a Lender, or, if an Event of Default has occurred and is continuing, any other assignee. No such assignment shall be for less than $5,000,000 of the Loans unless it is to another Lender or an assignment of the entire remaining amount of the assigning Lender’s Loans, and each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations in respect of the Loans. Upon the execution and delivery to Agent of an Assignment and Acceptance and the payment of the recordation fee to Agent, from and after the date specified as the effective date in the Assignment and Acceptance (the “Acceptance Date”), (i) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.9, 4.10 and 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(c) Agreements of Assignee. By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes or any other Loan Documents, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document, (iii) such assignee confirms that it is an Eligible Assignee and has received a copy of this Agreement, together with a copy of the Financial Statements delivered pursuant to Section 7.11, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into

such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) Agent’s Register. Agent, as non-fiduciary agent of the Borrower, shall maintain a register of the names and addresses of the Lenders and the principal amount (and stated interest) of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrowers, Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of each Assignment and Acceptance and surrender of the affected Note or Notes subject to such assignment, Agent will give prompt notice thereof to Borrowers. Within five (5) Business Days after its receipt of such notice, Borrowers shall execute and deliver to Agent a new Note to the assignee in the amount of the applicable Loans assumed by it and to the assignor in the amount of the applicable Loans retained by it, if any. Such new Note or Notes shall re-evidence the indebtedness outstanding under the surrendered Note or Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated as of the Acceptance Date. The Notes are registered obligations, the right, title and interest of the Lenders in and to the Loans and the Notes shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. Agent shall be entitled to rely upon the Register exclusively for purposes of identifying the Lenders hereunder.

(e) Securitization. The Loan Parties hereby acknowledge that the Lenders and their Affiliates may securitize their Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans to their controlled Affiliates, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Moody’s, S&P or one or more other rating agencies. The Loan Parties shall, to the extent commercially reasonable, cooperate with the Lenders and their Affiliates to effect any and all Securitizations. Notwithstanding the foregoing, no such Securitization shall release any Lender party thereto from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for such Lender as a party hereto and no change in ownership of the Loans may be effected except pursuant to subsection (b) above.

(f) Lender Participations. Each Lender may sell participations to one or more parties (each, a “Participant”) in or to all or a portion of its rights and obligations under this Agreement, the Notes and the other Loan Documents. Notwithstanding a Lender’s sale of a

participation interest, such Lender’s obligations hereunder shall remain unchanged. Borrowers, Agent, and the other Lenders shall continue to deal solely and directly with such Lender. No Lender shall grant any Participant the right to approve any amendment or waiver of this Agreement except to the extent such amendment or waiver would (i) reduce the principal of, or rate or amount of interest on or the Loans subject to such participation interest; or (ii) postpone any date fixed for any payment of principal of, or interest on or the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.9, Section 4.10 and Section 12.4 subject to the requirements and limitations therein, including the requirements under Section 4.10(g) (it being understood that the documentation required under Section 4.10(g) shall be delivered to the participating Lender) as if it were a Lender that acquired its interest by assignment, provided that such Participant (A) agrees to be subject to Section 2.10 and the last sentence of Section 2.9(a) as if it were a Lender and (B) shall not be entitled to receive any greater payment under Section 4.9 or Section 4.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1 (c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(g) Securities Laws. Each Lender agrees that it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan, Note or other Obligation under the securities laws of the United States or of any other jurisdiction.

(h) Information. In connection with any assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 12.21, disclose all documents and information which it now or hereafter may have relating to any Loan Party and its Subsidiaries and their respective businesses.

(i) Pledge of Loans. In addition to the other rights provided in this Section 10.7, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (i) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board) or (ii) any holder of, or trustee for the benefit of the holders of, such

Lender’s Indebtedness or equity securities; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 12.8 Counterparts; Facsimile Signatures. This Agreement and any waiver or amendment hereto may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Agreement and each of the other Loan Documents may be executed and delivered by facsimile or other electronic transmission (including by electronic imaging) all with the same force and effect as if the same was a fully executed and delivered original manual counterpart.

Section 12.9 Severability. In case any provision in or obligation under this Agreement, any Note or any other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 12.10 Maximum Rate. Notwithstanding anything to the contrary contained elsewhere in this Agreement or in any other Loan Document, the parties hereto hereby agree that all agreements between them under this Agreement and the other Loan Documents, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever shall the amount paid, or agreed to be paid, to Agent or any Lender for the use, forbearance, or detention of the money loaned to Borrowers and evidenced hereby or thereby or for the performance or payment of any covenant or obligation contained herein or therein, exceed the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations, under the laws of the State of New York (or the laws of any other jurisdiction whose laws may be mandatorily applicable notwithstanding other provisions of this Agreement and the other Loan Documents), or under applicable federal laws which may presently or hereafter be in effect and which allow a higher maximum non-usurious interest rate than under the laws of the State of New York (or such other jurisdiction), in any case after taking into account, to the extent permitted by applicable law, any and all relevant payments or charges under this Agreement and the other Loan Documents executed in connection herewith, and any available exemptions, exceptions and exclusions (the “Highest Lawful Rate”). If due to any circumstance whatsoever, fulfillment of any provision of this Agreement or any of the other Loan Documents at the time performance of such provision shall be due shall exceed the Highest Lawful Rate, then, automatically, the obligation to be fulfilled shall be modified or reduced to the extent necessary to limit such interest to the Highest Lawful Rate, and if from any such circumstance Agent or any Lender should ever receive anything of value deemed interest by applicable law which would exceed the Highest Lawful Rate, such excessive interest shall be applied to the reduction of the principal amount then outstanding hereunder or on account of any other then outstanding Obligations and not to the payment of interest, or if such excessive interest exceeds the principal unpaid balance then outstanding hereunder and such other then outstanding Obligations, such excess shall be refunded to Borrowers. All sums paid or agreed to be paid to Agent or any Lender for the use, forbearance, or detention of the Obligations and other Indebtedness of Borrowers to Agent and the Lenders

shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such Indebtedness, until Payment in Full thereof, so that the actual rate of interest on account of all such Indebtedness does not exceed the Highest Lawful Rate throughout the entire term of such Indebtedness. The terms and provisions of this Section shall control every other provision of this Agreement, the other Loan Documents and all other agreements among the parties hereto.

Section 12.11 Borrowers, Jointly and Severally.

(a) Economies of Scale. Each Borrower acknowledges that it, together with each other Borrower, make up a related organization of various entities constituting a single economic and business enterprise and sharing a substantial identity of interests such that, without limitation, Borrowers render services to or for the benefit of each other, purchase or sell and supply goods to or from or for the benefit of each other, make loans, advances and provide other financial accommodations to or for the benefit of each other (including the payment of creditors and guarantees of Indebtedness), provide administrative, marketing, payroll and management services to or for the benefit of each other; have centralized accounting, common officers and directors; and are in certain circumstances are identified to creditors as a single economic and business enterprise. Accordingly, and without limitation, any credit or other financial accommodation extended to any one Borrower pursuant hereto will result in direct and substantial economic benefit to each other Borrower, and each Borrower will likewise benefit from the economies of scale associated with Borrowers, as a group, applying for credit or other financial accommodations pursuant hereto on a collective basis.

(b) Waivers. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which such Borrower may now or hereafter have against the other Borrowers or other Person directly or contingently liable for the Obligations hereunder, or against or with respect to the other Borrowers’ property

(including any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and Payment in Full of the Obligations.

Section 12.12 Entire Agreement; Successors and Assigns; Interpretation. This Agreement and the other Loan Documents constitute the entire agreement among the parties, supersede any prior written and verbal agreements among them with respect to the subject matter hereof and thereof, and shall bind and benefit the parties and their respective successors and permitted assigns. This Agreement shall be deemed to have been jointly drafted, and no provision of it shall be interpreted or construed for or against a party because such party purportedly prepared or requested such provision, any other provision, or this Agreement as a whole.

Section 12.13 LIMITATION OF LIABILITY. NEITHER THE AGENT, ANY LENDER NOR ANY OTHER INDEMNIFIED PARTY SHALL HAVE ANY LIABILITY TO THE LOAN PARTIES (WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE) FOR LOSSES SUFFERED BY THE LOAN PARTIES IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS

DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON THE AGENT, SUCH LENDER OR SUCH INDEMNIFIED PARTY (AS THE CASE MAY BE) THAT THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT, SUCH LENDER, OR SUCH INDEMNIFIED PARTY (AS THE CASE MAY BE). THE LOAN PARTIES HEREBY WAIVE ALL FUTURE CLAIMS AGAINST THE AGENT AND THE LENDERS AND EACH OTHER INDEMNIFIED PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Section 12.14 GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND DECISIONS OF THE STATE OF NEW YORK.

Section 12.15 SUBMISSION TO JURISDICTION. ALL DISPUTES BETWEEN ANY OF THE LOAN PARTIES AND THE AGENT OR ANY LENDER BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (A) THIS AGREEMENT; (B) ANY OTHER LOAN DOCUMENT; OR (C) ANY CONDUCT, ACT OR OMISSION OF THE LOAN PARTIES OR THE AGENT OR ANY LENDER OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK AND THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED, THAT THE AGENT SHALL HAVE THE RIGHT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST ANY LOAN PARTY OR ITS PROPERTY IN (A) ANY COURTS OF COMPETENT JURISDICTION AND VENUE AND (B) ANY LOCATION SELECTED BY THE AGENT TO ENABLE THE AGENT TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE AGENT. THE LOAN PARTIES AGREE THAT THEY WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN ANY PROCEEDING BROUGHT BY THE LENDER. EACH LOAN PARTY WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE AGENT HAS COMMENCED A PROCEEDING, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.

Section 12.16 JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (A) THIS AGREEMENT; (B) ANY OTHER LOAN DOCUMENT OR OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN OR AMONG THE LOAN PARTIES, THE AGENT AND THE LENDERS, OR ANY OF THEM; OR (C) ANY CONDUCT, ACT OR OMISSION OF THE LOAN PARTIES, THE

AGENT OR THE LENDERS OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE.

Section 12.17 Non-Public Information.

(a) The Loan Parties acknowledge and agree that (i) the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Loan Parties hereunder (collectively, the “Borrower Materials,) may be disseminated by, or on behalf of, Agent, and made available, to the Lenders by posting such Borrower Materials on an E-System; and (ii) certain of the Lenders (each a “Public Lender,) may have personnel who do not wish to receive material non-public information (“MNPI’) with respect to Holdings or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties authorize Agent to download copies of their logos from its website and post copies thereof on an E-System.

(b) The Loan Parties hereby agree that if either they, any parent company or any Subsidiary of the Loan Parties has publicly traded equity or debt securities in the United States, they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) to the extent reasonably practicable, clearly and conspicuously mark such Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Loan Parties agree that by identifying such Borrower Materials as “PUBLIC, or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Loan Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Loan Parties or Agent (including requests or notices posted on or through an E-System). Before distribution of Borrower Materials, the Loan Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein. The Loan Parties acknowledge and agree that the list of Disqualified Institutions does not constitute MNPI and may be posted to all Lenders by Agent (including any updates thereto).

(c) Each of Agent and each Lender acknowledges and agrees that it may receive MNPI hereunder concerning the Loan Parties and their Affiliates and agrees to use such information in compliance with all relevant policies, procedures and applicable Requirements of Laws (including United States federal and state securities laws and regulations). Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information, or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Requirements of Law, including United States

Federal and state securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings or its securities for purposes of United States Federal, provincial, territorial or state securities laws.

Section 12.18 Agent Titles. Each Lender, other than BCUK, that is designated (on the cover page of this Agreement or otherwise) by BCUK as an “Agent” or ‘‘Arranger” of any type shall not have any right, power, responsibility or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with any other Lender.

Section 12.19 Publicity. Agent may, with Borrower’s prior written consent (a) publish in any trade or other publication or otherwise publicize to any third party (including its Affiliates) a tombstone, article, press release or similar material relating to the financing transactions contemplated by this Agreement (including the use of company logos) and (b) provide to industry trade organizations related information necessary and customary for inclusion in league table measurements.

Section 12.20 No Third Party Beneficiaries. Neither this Agreement nor any other Loan Document is intended or shall be construed to confer any rights or benefits upon any Person other than the parties hereto and thereto.

Section 12.21 Confidentiality. Each of Agent and the Lenders shall maintain the confidentiality of all Information (as defined below), except that Information may be disclosed by any of them (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (provided such Persons are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by applicable law or by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding, or other exercise of rights or remedies, relating to any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any assignee or any actual or prospective assignee, participant or pledgee (or any of their respective advisors) in connection with any actual or prospective assignment, participation or pledge of any Lender’s interest under this Agreement; (g) with the consent of Borrowers (not to be unreasonably withheld, conditioned or delayed); or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to Agent or the Lenders or any of its or their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties. Notwithstanding the foregoing, Agent or the Lenders may publish or disseminate general information describing this credit facility, including the names and addresses of Borrowers and a general description of Borrowers’ businesses, and may use Borrowers’ logos, trademarks or product photographs in advertising materials, as provided in Section 12.19. As used herein, “Information” means all information received from a Loan Party relating to it or its business that a reasonable person would consider confidential. Any Person required to maintain the confidentiality of Information pursuant to this Section shall be deemed to have complied if it exercises the same degree of care that it accords its own confidential information. Agent and the Lenders acknowledge that (i) Information

may include material non-public information concerning a Loan Party; (ii) it has developed compliance procedures regarding the use of material non-public information; and (iii) it will handle such material non-public information in accordance with applicable law, including federal and state securities laws.

Section 12.22 Patriot Act Notice. Agent hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, Agent is required to obtain, verify and record information that identifies each Loan Party, including its legal name, address, tax ID number and other information that will allow the Lender to identify it in accordance with the Patriot Act. Agent will also require information regarding each personal guarantor, if any, and may require information regarding the

Loan Parties’ management and owners, such as legal name, address, social security number and date of birth.

Section 12.23 Advice of Counsel. Each Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement and the other Loan Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement or any other Loan Document.

Section 12.24 Captions. The captions at various places in this Agreement and any other Loan Document are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement or any other Loan Document.

Section 12.25 [Reserved].

Section 12.26 Right to Cure. Upon and during the continuance of an Event of Default, Agent may, in its discretion, (a) cure any default by any Loan Party under this Agreement, any other Loan Document or any Material Contract that affects the Collateral, its value or the ability of Agent to collect, sell or otherwise dispose of any Collateral or the rights and remedies of Agent and the Lenders therein or the ability of any Loan Party to perform its obligations hereunder or under any of the other Loan Documents, (b) discharge any charges, Liens, security interests or other encumbrances at any time levied on or existing with respect to the Collateral and (c) pay any amount, incur any expense or perform any act which Agent, in its discretion, determines is necessary or appropriate to preserve, protect, insure or maintain the Collateral and the rights of Agent and the Lenders with respect thereto. Agent may add any amounts so expended to the Obligations and charge the Loan Account or any other account of Borrowers with Agent or the amounts thereof, such amounts to be repayable by Borrowers on demand and bear interest until paid in full at the highest rate then applicable to the Loans. Agent shall be under no obligation to effect such cure, payment or bonding and shall not, by doing so, be deemed to have assumed any obligation or liability of any Loan Party. Any payment made or other action taken by Agent under this Section shall be without prejudice to any right to assert an Event of Default and to proceed accordingly.

Section 12.27 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such

liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(d) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(e) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 12.28 Time. Time is of the essence in this Agreement and each other Loan Document. Unless otherwise expressly provided, all references herein and in any other Loan Documents to time shall mean and refer to New York time.

Section 12.29 Keepwell. Each Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (provided that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 12.30 Platform.

(a) The Borrower agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on the Platform.

(b) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Agent nor any of its directors, officers, agents, employees, advisors, shareholders, attorneys or Affiliates (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Agent’s transmission of communications through the Platform, unless it is determined by a final and nonappealable judgment or court order that the damages were the result of acts or omissions constituting gross negligence or willful misconduct of the Agent Party. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Agent, any Lender by means of electronic communications pursuant to this Section, including through the Platform.

Section 12.31 Acknowledgment of Prior Liens and Continuation Thereof. Each Borrower (a) acknowledges and agrees that the prior grant or grants of security interests in favor of Agent, for the benefit of the Secured Parties, in its “Collateral” as defined in the Existing Credit Agreement, under each “Loan Document” as defined in the Existing Credit Agreement (the “Original Loan Documents”), and each Loan Document to which it is a party shall be in respect of the Obligations of such Loan Party under this Agreement and the other Loan Documents; (b) reaffirms all prior or concurrent grants of security interests in favor of Agent, for the benefit of the Secured Parties, under each Original Loan Document and each Loan Document; and (c) agrees that, except as expressly amended hereby or unless being amended and restated or terminated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect.

Section 12.32 No Novation. This Agreement does not extinguish the “Obligations” as defined in the Existing Credit Agreement or discharge or release such Obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the “Obligations” as defined in the Existing Credit Agreement, or the other Original Loan Documents, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of its “Obligations” as defined in the Existing Credit Agreement under the Original Loan Documents. Each Loan Party hereby (a) confirms and agrees that each Original Loan Document to which it is a party that is not being amended and restated concurrently herewith is hereby ratified and confirmed in all respects (other than any representations or warranties made as of a specific date) except that on and after the Closing Date, all references in any such Original Loan Document to ‘‘the Credit Agreement,” ‘‘thereto,” ‘‘thereof,’’ ‘‘thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that any such Original Loan Document purports to assign or pledge to any of Agent, the Lenders or the

Secured Parties or to grant to any of Agent, the Lenders or the Secured Parties a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations of the Borrower, as the case may be, from time to time existing in respect of the Existing Credit Agreement, or the Original Loan Documents, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.

Section 12.33 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Obligations or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC’’), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.

(b) As used in this Section 12.33, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Section 12.34 Digital Currency Losses. Notwithstanding anything to the contrary herein, Borrower and Blockchain shall each be responsible for any actual losses of Digital Currency from Digital Currency wallet accounts maintained on such Person’s platform, respectively, resulting from any action or inaction by a Person that is not the owner, or an Affiliate thereof, of such Digital Currency (any such losses, a “Specified Loss Amount”). Any such Specified Loss Amount shall be valued as of the date such Digital Currency was stolen and Blockchain’s Pro Rata Share thereof shall be off-set against the Obligations on the Termination Date, without premium or penalty.

Section 12.35 Acknowledgements.

(a)

Waivers under Existing Credit Agreement. To the extent any Default or Event of Default under and each as defined in the Existing Credit Agreement exists immediately prior to the effectiveness of this Agreement on the Closing Date, each such Default or Event of Default is hereby waived by the Agent and Lenders in all respects and shall not continue as a Default or Event of Default hereunder.

(b)

Outstanding Obligations. Other than amounts continued as the Loan hereunder, the Loan Parties have no further Obligations under and as defined in the Existing Loan Agreement and the other Loan Documents (as defined therein). For the avoidance of doubt, all “Obligations” as defined in the Existing Loan Agreement (other than the Loan) including, without limitation, fees and expenses, prepayment premiums, make-whole amounts, default interest, and other amounts, are hereby waived and released by the Agent and Lenders and their respective Affiliates, as applicable, and shall be of no further force and effect.

(c)

Release of Initial Holdings under Existing Credit Agreement. For the avoidance of doubt, the parties hereby acknowledge and agree that each of the Initial Holdings Guaranty and the Initial Holdings Pledge Agreement (each as defined in the Existing Credit Agreement) has been released and shall be of no further force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its proper and duly authorized officer as of the date first set forth above.


BORROWERS

GRIID INFRASTRUCTURE LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and Manager

AVA DATA LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and President

DATA BLACK RIVER LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and President

GIB COMPUTE LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and Manager

JACKSON DATA LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and President


RED DOG TECHNOLOGIES LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and Manager

UNION DATA DINER LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and Manager

BADIN DATA LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and President

TULLAHOMA DATA LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and President

RUTLEDGE DEVELOPMENT & DEPLOYMENT LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and President


LAFOLLETTE DATA LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and President

HOLDINGS

GRIID HOLDCO LLC

By:		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Chief Executive Officer and President


LENDER

BLOCKCHAIN ACCESS UK LIMITED

By:		/s/ Nicolas Cary
		Name: Nicolas Cary
		Title: Director

[Signature Page to the Fourth Amended and Restated Credit Agreement]


AGENT

BLOCKCHAIN ACCESS UK LIMITED

By:		/s/ Nicolas Cary
		Name: Nicolas Cary
		Title: Director

[Signature Page to the Fourth Amended and Restated Credit Agreement]

Schedule 6.1 (Jurisdictions; Tax ID Numbers and Organizational ID Numbers)


Entity	Jurisdiction of Organization	Jurisdictions qualified to do business as a foreign entity	Employer Identification Number
Griid Holdco LLC	Delaware	None	[***]

Griid Infrastructure LLC	Delaware	Ohio	[***]

Griid Holdings LLC	Delaware	None	[***]

Ava Data LLC	Delaware	Tennessee	[***]

Data Black River LLC	Delaware	None	[***]

GIB Compute LLC	Delaware	Ohio	[***]

Jackson Data LLC	Delaware	Tennessee	[***]

Badin Data LLC	Delaware	None	[***]

Tullahoma Data LLC	Delaware	None	[***]

Rutledge Development & Deployment LLC	Delaware	Tennessee	[***]

Red Dog Technologies LLC	Delaware	Tennessee	[***]

Union Data Diner LLC	Delaware	Tennessee	[***]

LaFollette Data LLC	Delaware	Tennessee	[***]

Schedule 6.2 (Locations of Collateral, Real Property and Processor Locations)


Loan Party	Location of Real Property	Owned or Leased	Location of Inventory
GIB Compute LLC	Bewley Warehouse #1, 603 Tusculum Boulevard, Greeneville, TN 37745	Leased	Bewley Warehouse #1, 603 Tusculum Boulevard, Greeneville, TN 37745

GIB Compute LLC	2577 Duck Creek Road, Cincinnati, OH 45212	Leased	2577 Duck Creek Road, Cincinnati, OH 45212

GIB Compute LLC	2722 Erie Ave, Cincinnati, OH 45208	Leased	2722 Erie Ave, Cincinnati, OH 45208

Griid Infrastructure LLC	156 Hickory Valley Road, Maynardville TN 37807	Leased	156 Hickory Valley Road, Maynardville TN 37807

Griid Infrastructure LLC	102 Luttrell Road Maynardville, TN 37807	Leased	102 Luttrell Road Maynardville, TN 37807

Ava Data LLC	14300 Hickory Road Lenoir City, TN 37771	Leased	14300 Hickory Road Lenoir City, TN 37771

Red Dog Technologies LLC	1547 Bailey Bridge Road, Limestone, TN 37681	Leased	1547 Bailey Bridge Road, Limestone, TN 37681

Rutledge Development & Deployment LLC	600 Bryan Road, Rutledge, TN 37861	Leased	600 Bryan Road, Rutledge, TN 37861

Union Data Diner LLC	102 Luttrell Road, Maynardville, TN 37807	Owned	102 Luttrell Road, Maynardville, TN 37807

Jackson Data LLC	2382 North Parkway E, Jackson, TN 38301	Owned	2382 North Parkway E, Jackson, TN 38301

Schedule 6.6 (Consents and Authorizations)

None.

Schedule 6.7 (Ownership; Subsidiaries)


Loan Party	Jurisdiction of Organization	Jurisdictions qualified to do business as a foreign entity	Employer Identification Number	Person owning Equity Interests in such Loan Party	Number of Equity Interests owned by such Person
Griid Holdco LLC	Delaware	None	[***]	See table below	See table below

Griid Infrastructure LLC	Delaware	Ohio	[***]	Griid Holdco LLC	100%

Griid Holdings LLC	Delaware	None	[***]	James D. Kelly III	100%

Ava Data LLC	Delaware	Tennessee	[***]	Griid Infrastructure LLC	100%

Data Black River LLC	Delaware	None	[***]	Griid Infrastructure LLC	100%

GIB Compute LLC	Delaware	Ohio	[***]	Griid Infrastructure LLC	100%

Jackson Data LLC	Delaware	Tennessee	[***]	Griid Infrastructure LLC	100%

Badin Data LLC	Delaware	None	[***]	Griid Infrastructure LLC	100%

Tullahoma Data LLC	Delaware	None	[***]	Griid Infrastructure LLC	100%

Rutledge Development & Deployment LLC	Delaware	Tennessee	[***]	Griid Infrastructure LLC	100%


Red Dog Technologies LLC	Delaware	Tennessee	[***]	Griid Infrastructure LLC	100%

Union Data Diner LLC	Delaware	Tennessee	[***]	Griid Infrastructure LLC	100%

LaFollette Data LLC	Delaware	Tennessee	[***]	Griid Infrastructure LLC	100%

Persons Owning Equity Interests of Griid Holdco LLC as of the date of the Fourth Amended and Restated Credit Agreement (immediately following issuance of the Supplemental Warrant):


Class	Member	Ownership (%)		Units
A	Kavan Hoff		[***]		[***]
A	Jeff Schrand		[***]		[***]
A	Kevin Lee		[***]		[***]
A	Ryan Crump		[***]		[***]
A	Andrew Slepitza		[***]		[***]
A	John N Frey Jr		[***]		[***]
A	Karl J Grafe		[***]		[***]
A	Stephen F Frey		[***]		[***]
A	Andrew Hage		[***]		[***]
A	BrownCrypto LLC		[***]		[***]
A	MyCoins LLC		[***]		[***]
A	Jeanne H Brain Trust		[***]		[***]
A	CoCarl Partners, LLC		[***]		[***]
A	EMGM LLC		[***]		[***]
A	Cheddar Capital LLC		[***]		[***]


A	Sockets and Dockets LLC	[***]	[***]
A	Sutter’s Mill LLC	[***]	[***]
A	NTx2 LLC	[***]	[***]
A	KC Gordon Family Investments LLC	[***]	[***]
A	Queen City Choice LLC	[***]	[***]
B	Griid Holdings LLC	[***]	[***]
B	Glamdring Holdings LLC	[***]	[***]
B	Thomas Griffin Cotter	[***]	[***]
B	Zachary Drake	[***]	[***]
B	Kesha Ventures	[***]	[***]
B	Blockchain (warrants)	[***]	[***]
C	Christopher Silva	[***]	[***]
C	Harry Sudock	[***]	[***]
C	Wesley Ward	[***]	[***]
C	Mike Hamilton	[***]	[***]
C	Ed Medford	[***]	[***]
C	Chad Hansel	[***]	[***]
C	Al Wallander	[***]	[***]
C	Dwaine Alleyne	[***]	[***]
C	Jerry King	[***]	[***]
C	Ron Hurle	[***]	[***]
C	Phil Hicks	[***]	[***]
C	Todd Napier	[***]	[***]
C	Tyler Jackson	[***]	[***]
C	Ray Barham	[***]	[***]


C	Karl Rodger Davis Jr	[***]		[***]
C	Michael Nov	[***]		[***]
C	Thomas J Zaccagnino	[***]		[***]
C	Deucalion Partners	[***]		[***]
C	Unallocated	[***]		[***]

	Total	100	%	13,777,778

Schedule 6.16 (Judgments; Litigation)

1. Carolyn Broyles and Quality Properties, GP v. Red Dog Technologies LLC (Civil Action No. 40988), filed in the Circuit Court for Washington County at Jonesborough, Tennessee on August 13, 2021.

2. Washington County, Tennessee v. Johnson City Energy Authority d/b/a BrightRidge and Red Dog Technologies LLC (Civil Action No. 21-CV-0664), filed in the Chancery Court for Washington County at Jonesborough, Tennessee on November 15, 2021.

Schedule 6.23 (Intellectual Property)


Company Registered Intellectual Property	Record Owner	Jurisdiction	Issuance, registration, or application date	Issuance, registration, or application number
G GRIID (Service Mark)	Griid Infrastructure LLC	United States	09/07/2021	Serial Number: 97014206

GRIID (Service Mark)	Griid Infrastructure LLC	United States	09/07/2021	Serial Number: 97014209

Schedule 8.1(b) (Existing Indebtedness)

1.	Standby Letter of Credit, dated July 12, 2021, issued by Signature Bank to Griid Infrastructure LLC for the benefit of Arch Insurance Company in an aggregate amount not to exceed $322,500.

2.	Promissory Note dated September 2, 2022 issued by Dwaine Alleyne to Griid Infrastructure LLC in the aggregate amount of $250,000.

3.	Promissory Note dated September 15, 2022 issued by Endeavor Blockchain, LLC to Griid Infrastructure LLC in the aggregate amount of $2,000,000

Schedule 8.2 (Contingent Obligations)

None.

Schedule 8.8 (Existing Liens)

1.	Collateralized cash account in the amount of $322,500 maintained at Signature Bank, Account No. [***], securing the Standby Letter of Credit, dated July 12, 2021, issued by Signature Bank to Griid Infrastructure LLC for the benefit of Arch Insurance Company.

Schedule 8.10 (Existing Investments)

None.

Schedule 8.23 (Affiliate Transactions)

None.

EXHIBITS

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

among

GRIID INFRASTRUCTURE LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY THERETO,

and

BLOCKCHAIN ACCESS UK LIMITED,

as Agent

Dated as of October 9, 2022

Exhibits


Exhibit A	–	Term Loan Note

Exhibit B	–	[Reserved]

Exhibit C	–	[Reserved]

Exhibit D	–	[Reserved]

Exhibit E	–	Compliance Certificate

Exhibit F-1	–	Assignment and Acceptance

Exhibit F-2	–	Form of Joinder

Exhibits G-1 to G-4	–	U.S. Tax Compliance Certificates

EXHIBIT A

TERM LOAN NOTE

New York, New York

, 202

FOR VALUE RECEIVED, the undersigned GRIID INFRASTRUCTURE LLC, a Delaware limited liability company, and together with each Person who becomes party to the Credit Agreement as a Borrower (individually and collectively and jointly and severally, the “Borrowers” and each individually, a “Borrower”), hereby unconditionally promise to pay to [ ] (the “Lender”), on the Termination Date, at the Lender’s office set forth in the Credit Agreement defined below or at such other location as the Lender may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal amount equal to the lesser of (a) [ ] MILLION DOLLARS ($[ ]) and (b) the aggregate unpaid principal amount of Loans made to the Borrowers by such Lender under Section 2.1(a) of the Credit Agreement. The Borrowers further promise to pay interest in like money and funds to the Lender, for the account of the Lender, at the aforementioned address (or at such other location as the Lender may from time to time designate) on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until paid in full (both before and after judgment and both before and after the occurrence of an Event of Default) at the rates and on the dates determined in accordance with, and calculated in the manner set forth in, Sections 4.1 and 4.2 of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”), by and among (i) Borrowers, (ii) each of the lenders identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Lender” and, collectively, the “Lenders”) and (iii) Blockchain Access UK Limited, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, therein called the “Agent”). (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment shall be made on the next succeeding Business Day (except as otherwise provided in the Credit Agreement) and such extension of time shall be included in the computation of the amount of interest due hereunder.

This Note is a “Note” referred to in the Credit Agreement and shall be entitled to the benefit of all terms and conditions of, and the security of all security interests, liens and rights granted under or in connection with, the Credit Agreement and the other Loan Documents, and is subject to optional and mandatory prepayment as provided therein. Upon the occurrence and during the continuance of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may be declared to be or may automatically become immediately due and payable as provided in the Credit Agreement.

Each Borrower acknowledges that the holder of this Note may assign, transfer or sell all or a portion of its rights and interests in, to and under this Note to one or more Persons as provided in the Credit Agreement and that such Persons shall thereupon become vested with all of the rights and benefits of the Lender in respect hereof as to all or that portion of this Note which is so assigned, transferred or sold.

In the event of any conflict between the terms hereof and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall control.

Each Borrower waives presentment, demand for payment, protest and notice of dishonor of this Note and authorizes the holder hereof, without notice, to increase or decrease the rate of interest on any amount owing under this Note in accordance with the Credit Agreement. The Borrowers shall make all payments hereunder and under the Credit Agreement without setoff, deduction or counterclaim. No failure to exercise and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Note may not be changed or modified orally, but only by an agreement in writing, which is signed by the party or parties against whom enforcement of any waiver, change or modification is sought.

THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

EACH BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE LENDER HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACTS OR OMISSIONS OF THE BORROWERS, ANY LENDER, THE AGENT OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE.

[Signature Page Follows]

WITNESS the hand of the Borrowers as of the date first above written.


GRIID INFRASTRUCTURE LLC, a Delaware limited liability company, as Borrower

By:
Name:
Title:

EXHIBIT B

[RESERVED]

EXHIBIT C

[RESERVED]

EXHIBIT D

[RESERVED]

EXHIBIT E

COMPLIANCE CERTIFICATE

Date: , 202

To: [ ][ ]

Re: Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”), among (i) GRIID INFRASTRUCTURE LLC, a Delaware limited liability company, and those additional Persons that are joined as a party thereto as borrowers by executing the form of Joinder attached thereto as Exhibit F-2 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Lender” and, collectively, the “Lenders”) and (iii) BLOCKCHAIN ACCESS UK LIMITED, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, therein called the “Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

The undersigned [is][are] the chief financial officer[s] of each of the Loan Parties and in such capacity hereby [certify][certifies] to the Agent on behalf of each of the Loan Parties (and not in their individual capacity) as follows in accordance with Section 7.11(d) of the Credit Agreement:

[Use following paragraph 1 for fiscal year-end financial statements:]

[1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 7.11(a) of the Credit Agreement for the fiscal year of the Loan Parties and their Subsidiaries ended as of December 31, 202 , together with the Auditors’ opinion required by such section.]

[Use following paragraph 1 for fiscal quarter-end financial statements:]

[1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.11(c) of the Credit Agreement for the fiscal quarter of the Loan Parties and their Subsidiaries ended as of , 202 .]

Such financial statements have been prepared in accordance with GAAP and are fairly stated in all material respects (subject only to normal year-end audit adjustments).

2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under their supervision, detailed review of the transactions and condition (financial or otherwise) of the Loan Parties and their Subsidiaries during the accounting period covered by the attached financial statements.

3. A review of the activities of the Loan Parties and their Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all of their obligations under the Loan Documents, and

[select one:]

[to the knowledge of the undersigned, as of the date hereof, no Default or Event of Default has occurred and is continuing.]

[or:]

[the following is a list of each such Default or Event of Default and its nature and status:] [DESCRIBE]

4. Attached as Exhibit A hereto [is][ are] updated [copy][ copies] of Schedule 6.2 [and Schedule 6.7]¹ to the Credit Agreement revised to include all information required to be provided therein. Each such Schedule shall be attached to the Credit Agreement and on and after the date hereof all references in any Loan Document to any such Schedule to the Credit Agreement shall mean such Schedule as so amended; provided, that any use of the term “as of the date hereof” or any term of similar import in any provision of the Credit Agreement relating to any of the information amended by such Schedule hereby, shall be deemed to refer to the date hereof.

5. The representations and warranties of the Borrowers contained in the Credit Agreement and each other Loan Documents are true and correct in all material respects in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date hereof (except to the extent that such representation and warranties expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date)[.][,]

[Use the following paragraph to the extent any representation or warranty is not true and correct in all material respects:]

[with the exception of the following, which is a list of each such representations or warranties that is not true and correct in all material respects and its nature and status:] [DESCRIBE]

[Signature Page Follows]

¹	To be updated with the delivery of fiscal year-end financial statements

IN WITNESS WHEREOF, the undersigned has executed this instrument in their official capacity as described below, and not individually, as of the date first above written.


GRIID INFRASTRUCTURE LLC, a Delaware limited liability company, as Borrower

By:
Name:
Title:

EXHIBIT F-1

ASSIGNMENT AND ACCEPTANCE

(attached)

ASSIGNMENT AND ACCEPTANCE

This ASSIGNMENT AND ACCEPTANCE (“Assignment Agreement”) is entered into as of between (“Assignor”) and (“Assignee”). Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

1. In accordance with the terms and conditions of Section 12.7 of the Credit Agreement, the Assignor hereby sells and assigns to the Assignee without recourse, representation or warranty (except as set forth in Section 2 or Section 9 hereof), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents as of the Settlement Date (as defined below) to the extent specified on Annex I.

2. The Assignor (a) represents and warrants that as of the date hereof (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or any Guarantor or the performance or observance by Borrowers or any Guarantor of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; (d) represents and warrants that the amount set forth as the Purchase Price on Annex I represents the amount owed by Borrowers to Assignor with respect to Assignor’s share of the Loans assigned hereunder, as reflected on Assignor’s books and records; and (e) represents and warrants that the outstanding principal amount of its commitment is equal to or in excess of the assigned Commitments or Loans (without giving effect to assignments thereof which have not yet become effective).

3. The Assignee (a) represents and warrants that it has become a party hereto solely in reliance upon its own independent investigation of the financial and other circumstances surrounding the Loan Parties, the Collateral, the Obligations and all aspects of the transactions evidenced by or referred to in the Credit Agreement and the other Loan Documents, or has otherwise satisfied itself thereto, and that it is not relying upon any representation, warranty or statement (except any such representation, warranty or statement expressly set forth in this Assignment Agreement) of the Assignor in connection with the assignment made under this Assignment Agreement; (b) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (c) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (d) confirms that it is an Eligible

Assignee; (e) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; [and] (f) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; [and (g) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty].

4. Following the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to the Agent for recording by Agent. The effective date of this Assignment (the “Settlement Date”) shall be the latest to occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee and, except in the case of an assignment by a Lender to an Affiliate of such Lender, delivery hereof to the Agent, (b) except in the case of an assignment by a Lender to an Affiliate of such Lender, the receipt of any required consent of the Agent, and (c) the date specified in Annex I.

5. As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, shall be a “Lender” and shall have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights (except as set forth in Section 12.7(b)) and be released from its obligations under the Credit Agreement and the other Loan Documents (and if this Assignment covers all or the remaining portion of Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, Assignor shall cease to be a party thereto), provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of the Credit Agreement, including such assigning Lender’s obligations under Sections 4.9, 4.10 and 12.4 of the Credit Agreement.

6. Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or other charge relates to the period of time from and after the Settlement Date.

7. This Assignment Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Assignment Agreement. Delivery of an executed counterpart of this Assignment Agreement by telefacsimile or other electronic method of transmission shall be

equally as effective as delivery of an original executed counterpart of this Assignment Agreement. Any party delivering an executed counterpart of this Assignment Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Assignment Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Assignment Agreement.

8. THIS ASSIGNMENT AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, SUBMISSION TO JURISDICTION, SERVICE OF PROCESS AND JURY TRIAL SET FORTH IN SECTIONS 12.14 THROUGH 12.16 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

9. Each of the Assignor and the Assignee represents and warrants that it has full power and authority to enter into this Assignment Agreement and to perform its obligations under this Assignment Agreement in accordance with the provisions of this Assignment Agreement, that this Assignment Agreement has been duly authorized, executed and delivered by such party and that this Assignment Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles.

10. Each of the Assignor and the Assignee represents and warrants that the making and performance by it of this Assignment Agreement do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it.

11. Each of the Assignor and the Assignee represents and warrants that all consents, licenses, approvals, authorizations, exemptions, registrations, filings, opinions and declarations from or with any agency, department, administrative authority, statutory corporation or judicial entity necessary for the validity or enforceability of its obligations under this Assignment Agreement have been obtained, and no governmental authorizations other than any already obtained are required in connection with its execution, delivery and performance of this Assignment Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers, as of the first date written above.


[NAME OF ASSIGNOR]

as Assignor

By
		Name:
		Title:

[NAME OF ASSIGNEE]

as Assignee

By
		Name:
		Title:


ACCEPTED THIS DAY OF 202

BLOCKCHAIN ACCESS UK LIMITED, as Agent

By
		Name:
		Title:

[Consented to:

GRIID INFRASTRUCTURE LLC, a Delaware limited liability company, as Borrower

By
		Name:
		Title:]²

²	To be included only if the consent of the Borrower(s) is required by Section 12.7 (b) of the Credit Agreement.

ANNEX FOR ASSIGNMENT AND ACCEPTANCE

ANNEX I

1.	Borrowers: GRIID INFRASTRUCTURE LLC, a Delaware limited liability company and those additional Persons that are joined as a party thereto as borrowers by executing the form of Joinder attached thereto as Exhibit F-2.

2.	Name and Date of Credit Agreement:

Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”), among (i) GRIID INFRASTRUCTURE LLC, a Delaware limited liability company and those additional Persons that are joined as a party thereto as borrowers by executing the form of Joinder attached thereto as Exhibit F-2 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Lender” and, collectively, the “Lenders”) and (iii) BLOCKCHAIN ACCESS UK LIMITED, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, therein called the “Agent”).

3.	Date of Assignment Agreement:

4.	Assigned Amounts:³

Assigned Amount of Loans $

5.	Settlement Date:

6.	Purchase Price $

7.	Notice and Payment Instructions, etc.


Assignee:		Assignor:

³	Assignments of Loans shall be pro rata unless otherwise agreed by Agent.

EXHIBIT F-2

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT (this “Agreement”), is entered into as of , 202 , by and among , a (“New Borrower”), and BLOCKCHAIN ACCESS UK LIMITED, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”), among (i) GRIID INFRASTRUCTURE LLC, a Delaware limited liability company and those additional Persons that are joined as a party thereto as borrowers by executing the form of Joinder attached thereto as Exhibit F-2 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Lender” and, collectively, the “Lenders”) and (iii) the Agent, the Agent and the Lenders have agreed to make or issue Loans, Letters of Credit and other certain financial accommodations thereunder;

WHEREAS, initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement;

WHEREAS, New Borrower is required to become a party to the Credit Agreement by, among other things, executing and delivering this Agreement to Agent; and

WHEREAS, New Borrower has determined that the execution, delivery and performance of this Agreement directly benefit, and are within the corporate purposes and in the best interests of, New Borrower, by virtue of the financial accommodations available to New Borrower from time to time pursuant to the terms and conditions of the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agrees as follow:

1. Joinder of New Borrower to the Credit Agreement. By its execution of this Agreement, New Borrower hereby (a) agrees that from and after the date of this Agreement it shall be a party to the Credit Agreement as a “Borrower” and shall be bound by all of the terms, conditions, covenants, agreements and obligations set forth in the Credit Agreement, (b) accepts joint and several liability for the Obligations pursuant to the terms of the Loan Documents, and (c) confirms that, after giving effect to the supplement to the Schedules to the Credit Agreement provided for in Section 2 below, the representations and warranties contained in Article VI of the Credit Agreement are true, correct and complete as they relate to New Borrower as of the date this

Agreement. New Borrower hereby agrees that each reference to a “Borrower” or the “Borrowers” in the Credit Agreement and the other Loan Documents shall include New Borrower. New Borrower acknowledges that it has received a copy of the Credit Agreement and the other Loan Documents and that it has read and understands the terms thereof.

2. Updated Schedules. Attached as Exhibit A hereto are updated copies of each of Schedule 6.2 and Schedule 6.7⁴ to the Credit Agreement revised to include all information required to be provided therein including information with respect to New Borrower. Each such Schedule shall be attached to the Credit Agreement, and on and after the date hereof all references in any Loan Document to any such Schedule to the Credit Agreement shall mean such Schedule as so amended; provided, that any use of the term “as of the date hereof” or any term of similar import in any provision of the Credit Agreement relating to New Borrower or any of the information amended by such Schedule hereby shall be deemed to refer to the date of this Agreement.

3. Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows:

(a) It (i) is duly organized, validly existing and in good standing under the laws of the state of its incorporation, organization or formation, (ii) is duly qualified, authorized to do business and in good standing in each jurisdiction where it presently is, or proposes to be, engaged in business, except to the extent that the failure so to qualify or be in good standing could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties and assets and to transact the businesses in which it presently is, or proposes to be, engaged, and to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is made a party.

(b) The execution, delivery, and performance by it of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary action on the part of New Borrower and (ii) do not and will not (A) contravene any of the Governing Documents of New Borrower, (B) contravene any Requirement of Law, (C) contravene any Material Contract, except as such contravention could not be expected, individually or in the aggregate, to have a Material Adverse Effect, and (D) result in the imposition of any Liens upon any of its properties except for Permitted Liens. No consent, authorization or approval of, or filing with or other act by, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings or other acts as have been made or obtained, as applicable, and are in full force and effect, (ii) the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

⁴	Include any additional Schedules to be updated as well.

(c) This Agreement and each Loan Document to which New Borrower is a party is the legal, valid and binding obligation of New Borrower, enforceable in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d) Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date such Loan is made, as though made on and of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date).

4. Additional Requirements.⁵ Concurrent with the execution and delivery of this Agreement (or such later date as Agent may agree to), Agent shall have received the following, each in form and substance satisfactory to Agent:

(a) [a Joinder No. to the Guaranty and Security Agreement, dated as of the date hereof, by and among New Borrower and Agent (“Joinder No. ”), together with the original Equity Interest certificates, if any, representing all of the Equity Interests of the Subsidiaries of New Borrower required to be pledged under the Guaranty and Security Agreement and any original promissory notes of New Borrower, accompanied by undated Equity Interest powers/transfer forms executed in blank, and the same shall be in full force and effect;]

(b) [a Pledged Interests Addendum by , a , dated as of the date hereof, with respect to the pledge of Equity Interest of New Borrower, owned by , together with the original stock certificates, if any, representing all of the Equity Interests of New Borrower held by , accompanied by undated stock powers executed in blank and other proper instruments of transfer, and the same shall be in full force and effect;]

(c) [appropriate financing statement to be filed in the office of the Secretary of State against New Borrower to perfect the Agent’s Liens in and to the Collateral of New Borrower;]

(d) [a certificate from the Secretary of New Borrower, dated as of the date hereof, (i) attesting to the resolutions of New Borrower’s [Board of Directors][Managers][General Partner] authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which New Borrower is or will become a party, (ii) authorizing officers of New Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of New Borrower;]

⁵	Items (a) – (i) to be included as applicable.

(e) [a certificate of status with respect to New Borrower, dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of New Borrower, which certificate shall indicate that New Borrower is in good standing in such jurisdiction;]

(f) [copies of New Borrower’s Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary of New Borrower; and]

(g) [evidence that New Borrower has been added to the Loan Parties’ existing insurance policies required by Section 7.6 of the Credit Agreement;]

(h) [a customary opinion of counsel regarding such matters as to New Borrower as Agent or its counsel may reasonably request, and which is otherwise in form and substance reasonably satisfactory to Agent (it being understood that such opinion shall be limited to this Agreement, and the documents executed or delivered in connection herewith (including the financing statement filed against New Borrower); and]

(i) [Such other agreements, instruments, approvals or other documents requested by Agent prior to the date hereof in order to create, perfect and establish the first priority of, or otherwise protect, any Lien purported to be covered by any Loan Document or otherwise to effect the intent that New Borrower shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that, to the extent set forth in the Credit Agreement and the Guaranty and Security Agreement, all property and assets of New Borrower shall become Collateral for the Obligations.]

5. Further Assurances. At any time upon the reasonable request of Agent, New Borrower shall promptly execute and deliver to Agent such Additional Documents as Agent shall reasonably request pursuant to the Credit Agreement and the other Loan Documents, in each case in form and substance reasonably satisfactory to Agent.

6. Notices. Notices to New Borrower shall be given in the manner set forth for Borrowers in Section 12.1 of the Credit Agreement.

7. Governing Law, Submission to Jurisdiction, Jury Trial Waiver. THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, SUBMISSION TO JURISDICTION AND JURY TRIAL WAIVER SET FORTH IN SECTIONS 12.14 – 12.16 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

8. Binding Effect. This Agreement shall be binding upon New Borrower, and the other Loan Parties and shall inure to the benefit of the Agent and the Lenders, together with their respective successors and permitted assigns.

9. Effect on Loan Documents.

(a) Except as contemplated to be supplemented hereby, the Credit Agreement and each other Loan Document shall continue to be, and shall remain, in full force and effect. Except as expressly contemplated hereby, this Agreement shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of any other term or condition of the Credit Agreement, the Fee Letter, or any of the instruments or agreements referred to therein, as the same may be amended or modified from time to time.

(b) Each reference in the Credit Agreement and the other Loan Documents to “Borrower”, “Obligor” or words of like import referring to a Borrower or an Obligor shall include and refer to New Borrower and (b) each reference in the Credit Agreement, the Fee Letter, or any other Loan Document to this “Agreement”, “hereunder”, “herein”, “hereof”, ‘‘thereunder”, ‘‘therein”, ‘‘thereof”, or words of like import referring to the Credit Agreement, the Fee Letter, or any other Loan Document shall mean and refer to such agreement as supplemented by this Agreement.

10. Miscellaneous

(a) This Agreement is a Loan Document. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by electronic image scan transmission (e.g., “PDF” or “tif” via email) shall be equally effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by electronic image scan transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

(b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

(c) Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

(d) Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against Agent, any Lender, or New Borrower, whether under any rule of construction or otherwise. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

(e) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(f) This Agreement shall be subject to the rules of construction set forth in Section 1.4 of the Credit Agreement, and such rules of construction are incorporated herein by this reference, mutatis mutandis.

[Signature Page Follows]

IN WITNESS WHEREOF, New Borrower and Agent have caused this Agreement to be duly executed by its Responsible Officer as of the day and year first above written.


NEW BORROWER:		,
		a


By:
Name:
Title:


AGENT:		BLOCKCHAIN ACCESS UK LIMITED


By:
Name:
Title:

EXHIBIT G-1

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

(attached)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”), among (i) GRIID INFRASTRUCTURE LLC, a Delaware limited liability company and those additional Persons that are joined as a party thereto as borrowers by executing the form of Joinder attached thereto as Exhibit F-2 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Lender” and, collectively, the “Lenders”) and (iii) BLOCKCHAIN ACCESS UK LIMITED, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, therein called the “Agent”).

Pursuant to the provisions of Section 4.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER]

By:
		Name:
		Title:

Date: , 202[ ]

EXHIBIT G-2

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

(attached)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881( c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT]

By:
		Name:
		Title:

Date: , 202[ ]

EXHIBIT G-3

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

(attached)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]


By:
		Name:
		Title:

Date: , 202[ ]

EXHIBIT G-4

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

(attached)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]


By:
		Name:
		Title:

Date: , 202[ ]

Exhibit 10.9

Execution Copy

DEVELOPMENT AND OPERATION AGREEMENT

This Development and Operation Agreement (this “Agreement”) is entered into as of August 31, 2021 (the “Effective Date”) by and between Data Black River LLC, a Delaware limited liability company (“DBR”), and Helix Digital Partners, LLC, a Delaware limited liability company (“HDP”). DBR and HDP are collectively referred to hereunder as “Parties” or individually as a “Party.”

RECITALS:

A. DBR is in the business of owning and operating modular blockchain data mines.

B. HDP currently owns and operates five existing modular blockchain data mines (the “HDP Mines”) located at the 44.4 MW Glen Park Hydroelectric Project in Brownville, New York (the “Hydro Project”), which is owned and operated by Black River Hydroelectric, LLC (“Black River”), an affiliate of HDP.

C. Black River and HDP have entered into that certain License Agreement dated as of the same date hereof (the “License”) which grants HDP the right to locate and operate the HDP Mines on a certain portion of the Hydro Project property and which is more particularly described on Exhibit A hereto (the “Premises”). The License further grants HDP the right to sublicense the right to DBR to operate and maintain the HDP Mines and to locate up to ten new modular blockchain data mines with an equivalent electrical capacity usage of up to but not exceeding approximately 20 MWs, together with related equipment and infrastructure which shall be owned by DBR (the “DBR Mines” and together with the HDP Mines, the “Project Mines”).

D. Black River and HDP have entered into that certain power purchase agreement dated as of the same date hereof (the “PPA”) pursuant to which Black River has agreed to provide electricity generated by the Hydro Project to HDP at the Premises from time to time for the purpose of operating the Project Mines under the conditions as set forth in the PPA.

E. Griid Infrastructure LLC and HDP have executed a Letter of Intent dated as of March 3, 2021 (the “LOI”) and a Letter Agreement dated as of March 26, 2021 (the “Letter Agreement”) which set forth the Parties’ general agreement regarding the manner in which the Parties would develop and operate the Project Mines prior to the execution of this Agreement.

F. The Parties desire to enter into this Agreement for the purposes of establishing their agreement for installing the DBR Mines and operating the Project Mines and setting forth each Party’s rights and obligations for the Project Mines.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt of which is hereby

acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:

1. Development.

1.1.

Phase I

1.1.1.

“Phase I” shall mean the period from March 3, 2021 to the date that the last DBR Mine is installed and operable which date shall be confirmed in writing by DBR and HDP. The Parties acknowledge that: (a) as of the Effective Date, all mining servers contained in the HDP Mines are owned by HDP except that the HDP Mine referred to as “Container #5” holds [***] mining servers which are owned by DBR (the “DBR Container #5 Servers”), (b) during Phase I, DBR installed or will install DBR Mines on the Premises which DBR Mines and all mining servers, other equipment and infrastructure contained therein and installed by DBR (collectively, the “DBR Mine Equipment”) shall be owned exclusively by DBR, and (c) DBR has operated and will continue to operate all DBR Mines using electricity produced by the Hydro Project.

1.1.2.

Simultaneous with the Effective Date, the LOI and the Letter Agreement are hereby terminated in their entirety. For the avoidance of doubt, all expenses, reimbursements and payments related to all HDP Mines and DBR Mines, and payment for electricity load during Phase I are addressed herein and, in the event of any conflict between the terms of this Agreement and the Letter Agreement, the terms of this Agreement shall control.

1.2.

Phase II

1.2.1.

“Phase II” shall mean the period commencing immediately after the end of Phase I to the date that all Development Costs (as defined below) have been repaid in full to each of the Parties in accordance with Section 4.3.2 herein.

1.3.

Phase III

1.3.1.

“Phase III” shall mean the period from the end of Phase II until the termination or expiration of this Agreement.

Phases II and III may be redefined and reopened by mutual written agreement of the parties in the event that additional Development Costs are funded by either of DBR and/or HDP during Phase II and Phase III.

2. DBR Obligations.

2.1.

DBR shall perform all services necessary to install, optimize, operate and maintain the Project Mines, including the mining of bitcoin for the Parties’ respective payout accounts (collectively, the “Mining Services”). DBR shall pay for all direct, actual costs and expenses incurred in connection with the Mining Services, provided that HDP shall pay to DBR the HDP Expense Payment as set forth Section 3.1.1.

2.2.

In consideration for performance of the Mining Services, for each month or portion thereof during Phase II and Phase III, DBR shall be entitled to a monthly fee of $25,000 (the “Management Fee”) payable in arrears on the first day of every subsequent month. The Management Fee will be paid from Mining Revenue (as defined below) as described in Section 4.

3. HDP Obligations.

3.1.

Certain Development Costs.

3.1.1.

Within thirty (30) days of the Effective Date, HDP shall make a cash payment of $337,500 (the “HDP Expense Payment”) to DBR, in accordance with wiring instructions provided by DBR to HDP, which HDP Expense Payment shall be used by DBR solely for site improvements and the procurement and installation of related equipment for the Project Mines.

3.2.

License to Use Premises; Title to Equipment.

3.2.1.

HDP hereby grants to DBR and its employees, agents and invitees a non-exclusive license to enter upon and use the Premises, including the Project Mines, for purposes of providing the Mining Services. Such license shall include the provision by HDP of electrical service to supply the Project Mines in accordance with Section 3.3 below. Such license shall terminate upon the termination of this Agreement and is non-transferable by DBR other than in accordance with Section 13. DBR shall comply with all applicable laws and regulations including those which may be applicable to HDP or Black River Hydroelectric LLC.

3.2.2.

DBR shall retain ownership of the DBR Mines, all DBR Mine Equipment and the DBR Container #5 Servers. HDP shall retain ownership of the HDP Mines and all mining servers, other equipment and infrastructure contained therein (other than the DBR Container #5 Servers) and all equipment acquired using the HDP Expense Payment which equipment will be identified and confirmed by DBR and HDP in writing.

3.3.

Electricity Supply.

3.3.1.

Black River will supply electricity to HDP solely from the Hydro Project to serve the Project Mines in quantities not greater than 20 MW. HDP shall provide electricity to the Project Mines if and when delivered by Black River pursuant to the terms of the PPA. Subject to curtailment set forth in Sections 3.3.3 and 3.3.4, HDP hereby agrees that it will not reduce the amount of electricity provided by Black River below the amount required to operate the Project Mines without the prior written approval of DBR. Notwithstanding anything in this Agreement to the contrary, HDP’s and Black River’s obligation to provide electricity is limited to electricity produced by the Hydro Project provided that the Hydro Project has sufficient availability of water to generate electricity. In the event that electricity from the Hydro Project is not sufficient to meet the requirements of the Project Mines and Black River and HDP obtain electricity from the grid in order to meet such demand and incur energy purchase costs in excess of amounts payable to Black River in the event such electricity were provided by the Hydro Project

(“Excess Electricity Costs”), demand charges or fees; then all such Excess Electricity Costs, demand charges and fees incurred by Black River and HDP shall be included in the Electricity Fee pursuant to Section 3.3.5 if occurring during Phases II and III. If occurring during Phase I, DBR shall pay Excess Electricity Costs, and demand charges and fees in proportion to the amount of electricity consumed by for the DBR Mines compared to all electricity consumed by the Project Mines in addition to the amount stated in Section 4.2.1. The quantity of the electricity used for the Project Mines will be calculated at the site metering point for the Project Mines and is not to include consumption by Black River for usage at the Hydro Project. The charges for such consumption will be in accord with charges from the local utility.

3.3.2.

HDP has entered into the PPA with Black River which provides for the supply of power from the Hydro Project to HDP at market rates for the purpose of operating the Project Mines.

3.3.3.

Black River, per the PPA, and HDP, per the terms hereof, reserve the right to curtail electricity service in whole or in part from time to time, and for any duration of time, at no cost or liability to Black River or to HDP under this Agreement, including the following:

3.3.3.1.

80 consecutive or non-consecutive one-hour increments within each calendar year during the term, each one-hour increment to occur at any time determined by Black River in its sole discretion;

3.3.3.2.

(a) As a result of operation of equipment installed for power system protection, (b) for routine installation, maintenance, inspection, repairs, or replacement of equipment, (c) when, in Black River’s sole judgment based upon commercially reasonable efforts, such action is necessary to preserve the integrity of, or to prevent or limit any instability or material disturbance on the Hydro Project or the related interconnection facilities (d) to the extent required to comply with any governmental approval related to the operation of the Hydro Project or any agreement associated with such governmental approval, or (e) whenever river flows are insufficient to allow efficient generation by the Hydro Project. Black River will use commercially reasonable efforts to provide HDP with no less than 6 hours advance notice of interruptions of service described in this Section 3.3.3.

3.3.4.

HDP bears the sole risk of Mining Revenue falling below the price HDP is obligated to pay Black River for the electricity provided to the Project Mines pursuant to the PPA; provided, however, whenever revenues from power sales (including sale of RECs and other ancillary services) available to Black River exceed Mining Revenue (as expressed in effective $/MWh generated) by more than ten percent (10%), HDP shall have the right to curtail supply of electricity to the Project Mines and sell or cause Black River to sell electricity to the market with reasonable notice to DBR. In connection with any Curtailment Period (as defined below), HDP shall distribute any Foregone Mining Revenue (as defined below) in

accordance with Section 4.3. Following such distribution, any Curtailment Revenue for such Curtailment Period shall be distributed to the Parties as follows: 75% to HDP and 25% to DBR. For all purposes hereunder:

3.3.4.1.

“Curtailment Period” shall mean each such period when electricity supply to the Project Mines is curtailed in accordance with this Section 3.3.4.

3.3.4.2.

“Curtailment Revenue” shall mean all power sales revenue received by Black River during a Curtailment Period related to the amount of power that would otherwise have been used to operate the Project Mines during such Curtailment Period.

3.3.4.3.

“Foregone Mining Revenue” shall mean, with respect to any particular Curtailment Period, the portion of the Curtailment Revenue for such Curtailment Period that is equivalent to the projected revenue of the mining revenue that was foregone during such Curtailment Period. The Foregone Mining Revenue for any Curtailment Period shall be capped at the amount of Curtailment Revenue for such period.

3.3.5.

In consideration for supplying the Project Mines with electrical service, HDP shall be entitled to a monthly fee of $10.00/MWh for each MWh supplied to the Project Mines (the “Electricity Fee”) payable in arrears on the first day of every subsequent month during Phase II and Phase III. Such Electricity Fee will be paid from Mining Revenue as described in Section 4. Electricity usage by the Project Mines shall be calculated using the total reading from the site level meters for the Project Mines to be installed at the primary feed to the Project Mines from the transformer owned by Black River.

3.3.5.1.

In addition to the Electricity Fee, HDP will provide to DBR the amount of sales tax paid in conjunction with the sale of the electricity to HDP by Black River. In consideration for this cost, HDP will be entitled to a portion of the Mining Revenues for a proportion of the sales tax equivalent to the percentage of the Mining Revenues DBR receives in that month pursuant to Section 4.2. HDP will incur the remaining proportion of the sales tax corresponding to their percentage share as set forth in Section 4.2.

3.3.6.

In the event that HDP for reasons other than set those forth in Section 3.3.3 and 3.3.4 does not supply electricity to the Project Mines in any two (2) consecutive months during the term of this Agreement above the Minimum Electricity Supply Amount, DBR shall have the right to terminate this Agreement upon written notice to HDP. For purposes of this Agreement, “Minimum Electricity Supply Amount” shall mean an amount equal to the product of (i) the number of days in the applicable month, multiplied by (ii) 24 (i.e. 24 hours in a day), multiplied by (iii) 13 MWs, multiplied by (iv) 0.25.

4. Mining Revenue; Distributions

4.1.

Mining Revenue.

4.1.1.

“Mining Revenue” shall mean the bitcoin mining revenue (expressed in terms of bitcoin) which is generated by the Project Mines during the term of this Agreement (“Mining Revenue”). All Mining Revenue shall be deposited and distributed in accordance with Section 4.3 below. Simultaneous with the distribution of Mining Revenue, DBR shall deliver a report in a form to be mutually agreed upon by the Parties. In addition, at the time of such distributions the value of the Mining Revenue distributed will be marked-to-market at mutually agreed upon exchange rates and such valuation shall be included each report that accompanies a distribution of Mining Revenue.

4.2.

Phase I.

4.2.1.

During Phase I, (a) DBR shall pay HDP $[***]/MWH for electricity used by DBR for DBR Mine Equipment, (b) HDP shall retain Mining Revenue from the HDP Mines, and (c) DBR shall retain Mining Revenue from the DBR Mines. Amounts due to HDP pursuant to item (a) herein shall be paid by DBR by the 15^th day of each month during Phase I for amounts used by DBR during the preceding month. Any unpaid amounts due to HDP for electricity used by DBR between March 3, 2021 and the Effective Date shall be included in the payment to be made on the 15^th day of the month following the Effective Date, unless agreed upon otherwise by the Parties.

4.2.2.

At the end of Phase I, the Parties shall determine the total amounts contributed by each of the Parties to fund the costs and expenses to develop the Project Mines (the “Development Costs”), which shall include, without limitation, (a) in the case of HDP, the HDP Expense Payment and credit for an “in kind” amount of $662,500 for the right to use the Premises and the HDP Mines and containers owned by HDP in accordance with this Agreement, and (b) in the case of DBR, the total amounts paid by DBR for procurement, construction and installation of Project Mines beyond the HDP Mines which amount shall be confirmed in writing by DBR and HDP and which amount paid by DBR shall in no event exceed $5,666,000 unless otherwise mutually agreed upon by the Parties. The total amount of Development Costs of each Party relative to the total aggregate Development Costs of both Parties shall be defined as each Party’s “Development Costs Percentage Share.”

4.2.3.

In the event additional costs or expenses (which would qualify as Development Costs as defined above if such were incurred during Phase I), are anticipated or desired to be incurred during Phases II or III by either Party, both Parties shall first agree to the purpose and amount of such additional costs and expenses and then the Development Costs Percentage Share for each Party shall be revised to account for the additional costs and expenses as mutually agreed upon by the Parties.

4.3.

Phase II & III.

4.3.1.

At the beginning of Phase II, the Parties shall establish a joint bitcoin mining pooling account in the names of both HDP and DBR (the “Pooling Account”) and all Mining Revenue derived from the Project Mines shall be deposited into such Pooling Account. Such Pooling Account shall be maintained in accordance with best practices for maintaining cryptocurrency account reporting, security and integrity. No physical bitcoin will be held jointly by the Parties.

4.3.2.

Commencing with the second month in Phase II, on the first day of each month during Phase II all Mining Revenue from the prior month shall be distributed in bitcoin which is marked to market at the time of such distributions as follows:

4.3.2.1.

first, to pay DBR the Management Fee and to pay HDP the Electricity Fee;

4.3.2.2.

second, to pay to each Party its total amount of Development Costs in accordance with each Party’s Development Costs Percentage Share until each Party’s Development Costs have been paid in full; and

4.3.2.3.

third, any remaining amounts to be distributed to (a) HDP in accordance with the sliding scale using the black line and interpolating actual percentage amounts set forth in the table attached hereto as Exhibit B, and (b) DBR shall receive a percentage equal to 100 minus the percentage amount due to HDP pursuant to such sliding scale in Exhibit B.

4.3.3.

Commencing with the second month in Phase III, on the first day of each month during Phase III all Mining Revenue from the prior month shall be distributed as follows:

4.3.3.1.

first, to pay DBR the Management Fee and to pay HDP the Electricity Fee;

4.3.3.2.

second any remaining amounts to be distributed to (a) HDP in accordance with the sliding scale using the green line and interpolating actual percentage amounts set forth in the table attached hereto as Exhibit B, and (b) DBR shall receive a percentage equal to 100 minus the percentage amount due to HDP pursuant to such sliding scale in Exhibit B.

4.3.4.

In the event that Mining Revenues are not sufficient to fully cover the Management Fee and Electricity Fee for any month during Phase II or Phase III, the Mining Revenues that are received shall be distributed to each Party according to their proportion of such total expenses. Any remaining, unpaid Management Fee or Electricity Fee will be accrued and paid from Mining Revenues in the following month. If all such fees are not fully covered for three consecutive months, either Party has the right to terminate this Agreement upon written notice to the other Party.

5. Term. The initial term of this Agreement shall commence as of the Effective Date and end on the three (3) year anniversary of the Effective Date, unless this Agreement is terminated earlier in accordance with Section 6 hereof (the “Initial Term”). Following the expiration of the

Initial Term, this Agreement shall automatically renew for consecutive periods of one (1) year each (each a “Renewal Term” and together with the Initial Term, the “Term”) unless this Agreement is terminated by either Party in writing by providing at least sixty (60) days’ notice prior to the end of the Initial Term or the then-current Renewal Term.

6. Termination.

6.1.

Termination by Either Party. Either Party may terminate this Agreement in the event that:

6.1.1.

the other Party breaches this Agreement and fails to cure such breach within thirty (30) days of written notice from the other Party regarding such breach;

6.1.2.

if average Mining Revenue (as expressed as equivalent $/MWH) over a consecutive ninety (90) day period drops below average electricity revenue for the same period or below $50/MWh equivalent; or

6.1.3.

in accordance with Section 4.3.4.

6.2.

Termination by DBR. DBR shall have the right to terminate this Agreement upon written notice to HDP as follows:

6.2.1.

in accordance with Section 3.3.6; or

6.2.2.

upon termination of the License Agreement or the PPA.

6.3.

Effect of Termination. Upon expiration or termination of this Agreement, DBR shall have the right to remove the DBR Mines and all DBR Equipment within one hundred twenty (120) days of such termination or expiration and DBR, its employees, agents and invitees shall have the right to access the Premises during such time period for such purposes.

7. Approvals. HDP has obtained all consents, permits, approvals and orders (collectively, “Approvals”) necessary to permit HDP to consummate the transactions contemplated in this Agreement including all Approvals required by applicable law and Approvals from any third parties (including HDP lenders). Each Party is responsible for obtaining all construction and installation permits and approvals related to their portions of the installation work.

8. Public Announcements. Unless otherwise required by applicable law, no Party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), and the Parties shall cooperate as to the timing and contents of any such announcement.

9. Use of Work Product. It is the intention of the Parties that, all work product, materials, documents and intellectual property (including without limitation all inventions, designs, ideas, discoveries works, creations, patents, copyrights and trade-marks) and all intellectual property rights or other rights relating thereto developed by either Party during the course of, or in connection with, the performance of this Agreement (collectively “Work Product”) shall be owned by the Party creating the Work Product.

10. Indemnification and Insurance.

To the maximum extent allowed by law, each Party (an “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its affiliates, officers, directors, agents and employees ( the “Indemnified Parties”), from and against any and all claims, losses, actions, damages, expenses and all other liabilities, including but not limited to reasonable attorneys’ and professionals’ fees, for personal injury, including death, of any person (including the Indemnifying Party’s employees), and damage to property, (including the Indemnified Party’s property) (i) arising in any manner out of or resulting from the negligence or willful misconduct of the Indemnifying Party, its agents, employees or contractors, or (ii) arising out of or resulting in any manner in whole or in part from the Indemnifying Party’s performance of its obligations under this Agreement.

Each Party shall, at its own expense, provide and keep in full force and effect during the term of this Agreement, such property, business interruption and liability insurance to protect such Party’s interests in such amounts and with such deductibles as such Party determines is necessary for such Party’s purposes. Each Party shall provide certificates of insurance to the other if requested.

11. Limitation of Liability.

11.1.

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12. Force Majeure. The performance of each Party under this Agreement may be subject to interruptions or reductions due to an event of Force Majeure. The term “Force Majeure” shall mean an event or circumstance beyond the control of the Party claiming Force Majeure, that, by exercise of due diligence and foresight, could not reasonably have been avoided, including, but not limited to an emergency, a Force Majeure event affecting the Hydro Project, flood, drought, earthquake, storm, fire, lightning, epidemic (including Covid 19), war, riot, civil disturbance, sabotage, terrorism, strike, and act of God or any other cause beyond the control of the Party claiming Force Majeure. However, the obligation to use due diligence shall not be interpreted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Party having such difficulty. A Party shall not be liable to the

other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to an event of Force Majeure. The Party rendered unable to fulfill any obligation by reason of a Force Majeure shall take all commercially reasonable action to remove such inability with all due speed and diligence.

13. Assignments; Waiver. This Agreement may not be assigned by either Party, in whole or in part, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed). The terms of this Agreement shall be binding upon assignees. The failure of either Party to exercise any power or right to require performance by the other Party of any part of this Agreement shall not affect the full right to exercise such power or to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision of this Agreement constitute a waiver of any later breach of the same or any other provision.

14. Liens. Each Party shall keep its property and the Premises free and clear of all liens and claims of liens for labor, materials, services, supplies and equipment performed on or furnished to either Party or any of their property in connection with their presence or use of the Premises. DBR shall have the right to borrow money from third parties using DBR’s property as collateral provided that in no event shall HDP or Black River Hydroelectric LLC’s real or personal property become subject to any lien or encumbrance.

15. Costs. The Parties shall each bear their own costs and expenses in connection with the negotiation of this Agreement, the License Agreement and the PPA (including, without limitation, fees and other amounts payable to agents, attorneys, auditors, accountants, consultants, advisors, brokers and other representatives).

16. Notices.

All notices here under shall be provided to the following representatives:

DBR

Name: Harry Sudock

Email: [***]

HDP

Notice Contact:

Name: Chief Counsel

Email: [***]

Business contact:

Name: Connor Tinen

Email: [***]

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles. Any controversy, claim or dispute arising out of or relating to this Agreement (collectively, a “Dispute”) shall be settled finally by binding arbitration before the American Arbitration Association

(“AAA”) and the parties shall be bound by the results thereof. Such arbitration shall be conducted before a panel of three arbitrators in the City of Wilmington, Delaware in accordance with the AAA Commercial Arbitration Rules. Each Party shall select an arbitrator, and then the arbitrators shall select a third to complete the panel. Each Party shall bear its own costs and expenses, including legal fees, incurred in connection with any Dispute.

18. Confidentiality. The confidentiality agreement entered into by GRIID Infrastructure LLC and Eagle Creek RE Management, LLC dated as of January 26, 2021 (the “Confidentiality Agreement”) shall be applicable to the Parties as if they were signatories to that agreement and, notwithstanding anything in the Confidentiality Agreement to the contrary, shall remain in full force and effect during the term of this Agreement plus one year following the expiration or termination of this Agreement.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same document, and will be effective when counterparts have been signed by each of the Parties and delivered to the other Party. Delivery of a signed counterparty to this Agreement whose image shall have been transmitted electronically will constitute an original signature for all purposes. The delivery of copies of this Agreement, including executed signature pages, by electronic transmission will constitute effective delivery of this Agreement for all purposes.

20. Non-Solicitation. During the Term of this Agreement and for a period of one (1) year thereafter, each Party covenants and agrees that without the prior written consent of the other Party, no Party or any of its affiliates shall solicit or seek to hire as an employee any person who at any time during such period is employed by the other Party or its affiliates; provided, that the foregoing shall not preclude a Party or its affiliates from hiring any employee of the other Party or its affiliates who (i) responds to a general solicitation through a public medium or general or mass mailing which is not directly or indirectly targeted at employees of the other Party or its affiliates, or (ii) no longer is employed by the Party or its affiliates.

The term “affiliate” means any other individual, corporation, partnership, joint venture, limited liability company or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such individual, corporation, partnership, joint venture, limited liability company or other entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an individual, corporation, partnership, joint venture, limited liability company or other entity, whether through the ownership of voting securities, by contract or otherwise.

21. Taxes. Each Party shall pay all present or future federal, state, local and other taxes and fees applicable to such Party or their property or equipment, and shall be entitled to the benefit of any tax credits, allowances, depreciation or other credits related to the ownership of their equipment or related to or arising from their performance under this Agreement. Each Party shall pay, without reimbursement by the other Party, all federal, state and local taxes which it is obligated to pay with respect to wages, salaries and benefits (including workman’s compensation insurance) paid or provided by it to its employees, including, but not limited to: (i) all payroll-

related or consumer taxes of its employees, federal, state and local tax withholdings, federal insurance contribution act taxes, and federal and state unemployment taxes, and (ii) all federal, state and local corporate income taxes on income earned by such Party. DBR shall not be responsible for any present or future federal, state, local and other taxes and fees applicable to the Premises or the HDP Mines, portions of the Premises except for the DBR Mines and other DBR Mine Equipment, and DBR shall be responsible for taxes applicable to such including applicable real and personal property taxes.

22. Integration, Amendment. This Agreement represents the only agreement pertaining to the subject matter set forth herein and supersedes all prior agreements relating to the subject matter hereof, whether written or oral, and shall not be amended, changed, altered or modified other than by an agreement in writing and signed by Parties or their respective successors and assigns, if any. The Parties agree that the LOI is hereby terminated.

23. Relationship. The duties, obligations, and liabilities of the Parties are intended to be several and not joint or collective. This Agreement shall not be interpreted or construed to create an association, joint venture, fiduciary relationship or partnership between HDP and DBR or to impose any partnership obligation or liability or any trust or agency obligation or relationship upon either Party. HDP and DBR shall not have any right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. None of the persons employed by a Party shall be considered employees of the other Party for any purpose; nor shall a Party represent to any person that it is or shall become an employee or agent of the other Party. DBR shall not be considered a third party beneficiary to the PPA or the License.

24. Representations. Each Party hereto represents and warrants in favor of the other Party that it is duly organized and validly existing under the laws of its jurisdiction of formation; and it has the power to execute and delivery this Agreement and to perform its obligations under it.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.


Helix Digital Partners, LLC

By:		/s/ Neal Simmons
Name:		Neal Simmons
Title:		President & CEO

Data Black River LLC

By:		/s/ James D. Kelly III
Name:		James D. Kelly III
Title:		President

Signature Page to Development and Operation Agreement

EXHIBIT A

[***]

EXHIBIT B

[***]

THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN

EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE

COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED

Exhibit 10.10.1

AMENDMENT ONE TO THE

BONANZA MINE SUPPLY AGREEMENT

This AMENDMENT ONE (this “Amendment”) to the Bonanza Mine Supply Agreement between Intel Corporation (“Intel”) and GRIID Infrastructure LLC, on behalf of itself and its Affiliates (“Company”) dated as of September 8, 2021, as may be amended from time to time (the “Agreement”), is entered into and effective as of September 9, 2022 (the “Agreement One Effective Date”). All capitalized terms used in this Amendment but not defined herein will have the meanings given them in the Agreement, as applicable.

WHEREAS Intel and GRIID entered into the Bonanza Mine Supply Agreement dated as of September 8, 2021 (the “Agreement”) under which Intel has agreed to supply and GRIID is obligated to purchase certain quantities of BZM2, and

WHEREAS the parties wish to amend the reservation quantity, delivery date and payment terms of the Agreement, among other things, as stated below.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the Agreement is amended as follows:

Amendment to Addendum B-1. Addendum B-1 and its accompanying Exhibit 1 are deleted in their entirety and replaced with the Addendum B-1 and Exhibit 1 attached hereto as Exhibit A.

Binding Purchase Order. Company hereby submits to Intel a binding, non-cancellable purchase order for [***] units of BZM2 attached hereto in Exhibit 2 to Addendum B-1 simultaneously upon the execution of this Amendment effective on the Amendment One Effective Date.

Support. Intel agrees to continue providing technical support and Reference Design Materials to GRIID consistent with the terms under Addendum D-1 and other relevant provisions in the Agreement.

Effect of this Amendment. The Agreement shall continue in full force and effect as amended by this Amendment and any other Amendments, and the Agreement, together with its Amendments, constitute the entire agreement of the parties with respect to the matters set forth herein. There are no other agreements, commitments or understandings among the parties with respect to the matters set forth herein. In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall govern and control. From and after the date hereof, all references to the Agreement shall be deemed to mean the Agreement as amended by this Amendment.

Page 1 of 6

In Witness Whereof, the parties’ authorized representatives have executed this Amendment as of the last date written below.


INTEL CORPORATION		GRIID INFRASTRUCTURE LLC

By:	/s/ Jose Rios	By:	/s/ James D Kelly
Name:	Jose Rios	Name:	James D Kelly
Title:	VP & GM of Custom Solutions, AXG	Title:	Founder & CEO
Date:	September 13, 2022	Date:	9/12/2022

Page 2 of 6

Addendum B-1

BZM2 ORDERING, PRICING, AND RELATED TERMS

In the event of a conflict between this Addendum B-1 and Addendum A or the Agreement, the order of precedence shall be as set forth in Section 5.13 (Order of Precedence) of the Agreement. Capitalized terms will have the meanings given them in the Agreement or Addendum A to the Agreement or in this Addendum B-1. Any terms defined in this Addendum B-1 are applicable to this Addendum B-1 only and do not apply to the Agreement or other Addenda.

1.	Covered Blockchain Accelerators. This Addendum B-1 applies to the BZM2 Blockchain Accelerators specified in Exhibit 1 to this Addendum B-1 and for which specifications and reference designs are provided in Addenda C-1 and D-1. .

2.	BZM2 Supply Reservation and Deposit.

2.1.

2022 Supply Reservation Quantity (“2022 Reservation Quantity”): [***] units

2.2.

Supply reservation deposit (“Deposit”): $[***] USD due within ten (10) business days from the Effective Date of this Agreement. The parties acknowledge that the $[***] USD Deposit has been paid in full by Company in September 2021.

2.3.

Delivery Window for 2022 Reservation Quantity (“Delivery Window”): June 2022 – September 30, 2022

2.4.

Deposit Credit, Refund and Forfeiture.

2.4.1.

The Deposit will be applied as a credit to the purchase price of BZM2 for the 2022 Reservation Quantity on accepted Orders for delivery during the Delivery Window in accordance with the pricing table (with dates and quantities) set forth in Exhibit 1 to this Addendum B-1.

2.4.2.

Provided Intel has offered Company BZM2 units for delivery during the Delivery Window equal to or greater than 2022 Reservation Quantity by September 30, 2022, Company will forfeit any remaining Deposit balance not credited towards an open Order. The Deposit will be forfeited as of September 30, 2022.

2.5.

Purchase Commitment. During the Delivery Window, Company is obligated to purchase at least the 2022 Reservation Quantity from Intel. All Orders for the 2022 Reservation Quantity must be placed by or on the Amendment One Effective Date. In addition to the 2022 Reservation Quantity, Company further agrees to purchase additional 1,000,000 units in the first half of 2023 with dates and quantities set forth in Exhibit 1 to this Addendum B-1 below.

3.	SKUs and Pricing. See Exhibit 1 of this Addendum

Page 3 of 6

4.	Ordering.

4.1.

Purchase Orders. Company shall place non-cancellable Orders according to the dates and quantities set forth in Exhibit 1 to this Addendum B-1. Intel will respond to Company’s Order with an Order Acknowledgement. Each Order is subject to the terms of this Agreement, in particular Addendum A (Terms and Conditions of Sale for Bonanza Mine), and will specify the quantity, price, and shipment instructions.

4.2.

Delivery and Quantities. Delivery dates and quantity availability, as described in Intel’s Order Acknowledgement, are an essential part of each Order, and Intel will make reasonable efforts to deliver the BZM2 units in accordance with the agreed dates, subject to Intel’s suppliers’ available capacity and manufacturing yield.

5.	Payment.

5.1.

Company Information. Company will provide customary financial information to Intel for the purposes of setting up a direct purchase account and completing a credit check.

5.2.

Payment. Other than with respect to the [***] units purchased in June 2022 (which have been fully paid and shipped by Intel), full payment to Intel for each Order acknowledged will be due 10 days prior to Intel’s shipment date (“Ship Date”) as set forth in the table in Exhibit 1 of this Addendum B-1. If Company does not pay by the due date (“Due Date”) set forth in the table, Intel will hold shipment until payment is received. If payment is not received within 30 days of the Due Date, Intel reserves the right to cancel the Order in its entirety without refund to Company and Company’s default will be considered a material breach of the Agreement for which Intel may immediately terminate the Agreement.

5.3.

Intel Banking Information for Payments

Bank Account information for payment is listed below and is applicable to electronic transactions only. Intel may change the payment instructions with advanced written notice. Company must comply with the conditions contained in the Intel Corporation Money Laundering Prevention Policy (as provided to you from time-to-time by Intel). Intel may refuse to accept forms of payment mentioned as unacceptable in that policy.

INTEL CORPORATION

[***]

Page 4 of 6

Exhibit 1 to Addendum B-1

BZM2 Price List

The pricing and application of the Deposit is set forth in the table below. For the avoidance of doubt, the [***] units purchased in June 2022 has been fully paid by Company and shipped by Intel. In addition to the two existing orders totaling [***] units, Company hereby places a non-cancellable Order for additional [***] units to meet the 2022 Reservation Quantity effective on the Amendment One Effective Date. Company further agrees to purchase additional [***] units in the first half of 2023 with dates and quantities as set forth in the table below.

[***]

Specifications for each of the BZM2 SKUs included in this Exhibit 1 are specified in Addendum C-1to the Agreement.

Page 5 of 6

Exhibit 2 to Addendum B-1

Purchase Order

Page 6 of 6

Exhibit 10.18

LOGO

August 23, 2019

Michael W. Hamilton

[***]

Dear Michael:

On behalf of Griid Infrastructure LLC, a Delaware limited liability company (“Griid” or the “Company”), I am pleased to extend this offer of full-time employment to you for the Company position of Chief Technology Officer. We believe this is an excellent opportunity for you to join a growing, infrastructure-focused company and make a significant impact on the success of the Company.

Timing

Your start date will be August 26, 2019 (“Employment Commencement Date”).

Employment and Reporting Structure

The Company shall employ you, and you shall serve the Company, as Chief Technology Officer. In such capacity you shall perform the duties and discharge the responsibilities assigned to or requested of you from time to time by the Company which initially shall be as described in Schedule I. You will initially report to Trey Kelly (or “Trey”), the Chief Executive Officer and Manager of the Company. You agree to perform your duties and responsibilities pursuant hereto in a professional and diligent manner and devote all of your working time to the performance of such duties and responsibilities. In the interest of clarity, you will not be able to undertake other work you are compensated for (with cash, equity, or otherwise) during the time of your employment without Trey’s explicit and written consent.

Salary

During the term of your employment by the Company, the Company shall pay you a salary at an initial rate of US$180,000.00 per calendar year (pro-rated for periods of less than a full calendar year), payable to you in equal installments in accordance with the Company’s standard payroll payment practices which may or may not be updated without written notice.

Bonus

You will be eligible to earn a discretionary, performance-based target bonus of up to $100,000.00 per calendar year based on mutually agreed criteria and objectives, including company goals. As this is a target bonus, it is not capped and may be exceeded. Payment of any bonus will be determined in accordance with company policies.

Equity Grant

Subject to approval by the Manager in its sole discretion, the Company will recommend you for a sum certain of equity grant of Units equal to 1 %, at a purchase price per unit equal to the fair market value of such unit on the date of grant, as determined by the Manager at the time of grant. Your unit grant shall be subject to (i) vesting pursuant to the Company’s standard vesting schedule, with twenty-five percent (25%) on the one-year anniversary of your start date and the balance after that monthly in increments of 1/36 over a thirty-six (36) month period, with all such vesting subject to continued employment or service to the Company through the applicable

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LOGO

vesting date, and (ii) such other terms and conditions as shall be set forth in a written unit grant agreement, and Company operating agreement to be entered into between you and the Company, copies of which shall be provided following Manager approval. As a condition to such grant, the Company may require you to enter into one or more other written agreements by and among the Company and its equity holders, providing for, among other things, restrictions on transfer of share of capital equity of the Company held by you, agreements regarding the voting of such equity, and a standard lock-up agreement.

At-Will Employment

You and the Company acknowledge and agree that, except as otherwise expressly provided by this agreement or any other written agreement between you and the Company, your employment by the Company is “at will” and may be terminated by either you or the Company at any time for any reason, or no reason. Your employment at will status can only be modified in a written agreement signed by you and by an officer of the Company.

Termination of Employment and Severance

Provided that you satisfy the Conditions (as defined below in (c) below), if you are involuntarily terminated not for Cause then:

(a)

During the period between your employment Commencement Date and the first anniversary of such date, the Company will pay you cash severance pay at a rate equal to your base salary in effect at the time of your separation for a period of four (4) weeks.

(b)

At any time following the first anniversary of your Employment Commencement Date, the Company will pay you cash severance pay at a rate equal to your base salary in effect at the time of your separation for a period of two (2) weeks.

(c)

Release and Return of Property Required to Receive Severance (“Conditions”)

(1)

To receive the severance benefits set forth in (a) and (b) above, you must execute (and do not revoke) a full and complete general release of all claims in a form provided by the Company (the “Release”) by the thirtieth (30th) day after your Separation.

(2)

If you have not returned all Company property following your separation, provided that the Company sends written notice describing such unreturned property in reasonable detail and you fail to return such property within ten (10) days of receipt of such notice, you shall not be entitled to the severance benefits set forth above until such until such time that you have returned such Company property.

For purposes of this letter:

“Cause” shall mean any of the following: (i) gross neglect, or willful or reckless misconduct with respect to the performance of duties that continues following notice and an opportunity to cure; (ii) a conviction or uncontested plea by you of a federal or state law which is a felony and reasonably and materially affects the Company; (iii) you recklessly or intentionally causing damage to property (tangible or intangible) of Griid or its affiliated companies and key partners; (iv) your conduct bringing Griid or any of its affiliates into public disgrace or disrepute; or (v) any material breach of this letter or the RCA (defined below) that is not cured within ten (10) days of written notice thereof by the Company, or that is not capable of cure.

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Benefits

You will be eligible to participate in any employee benefit plans and programs in effect from time to time, subject to satisfaction of any applicable eligibility requirements. Nothing in the foregoing shall limit or restrict the Company’s discretion to amend or terminate any such plan or program without notice to you and without your consent.

Paid Time Off

Griid provides an honest and balanced PTO policy. You will not accrue PTO throughout the year, but you can request time off as needed. All PTO is subject to the approval of your manager.

Expenses

You shall be entitled to reimbursement by the Company for all reasonable travel and other expenses actually incurred by you in connection with the performance of your duties for the Company, contingent upon your delivery to the Company of receipts or other appropriate written evidence of such expenditures as required by the appropriate Internal Revenue Service regulations or by the Company; provided, that, all such expenses shall be approved in advance by the Manager or are within budgets pre-approved by the Manager or otherwise in accordance with any applicable expense reimbursement policies of the Company in effect from time to time, as a condition to reimbursement thereof.

Confidentiality, Non-Solicitation and Non-Compete Agreement

As a material condition to your employment, you shall be required to execute and deliver to the Company, upon acceptance of this offer of employment, the Confidentiality, Non-Solicitation and Non-Compete Agreement, between you and the Company, in the form attached hereto as Exhibit A (the “Restrictive Covenant Agreement”). You acknowledge and agree that the obligations and restrictions imposed on you under the Restrictive Covenant Agreement are a material inducement to the Company’s offer of employment to you hereunder and a material condition to your employment by the Company hereunder.

Taxes; Withholding

You hereby acknowledge and agree that, notwithstanding any provision herein to the contrary, the Company shall have the power to withhold from (and thereby reduce) any payments of salary or other compensation or benefits due to you under this agreement or under any other plan, policy, benefit or agreement of or with the Company, or (to the extent that taxes are under-withheld on amounts previously paid by the Company to you or taxes are due on income taxable to you without the receipt of sufficient cash) require you to remit to the Company promptly upon notification of the amount due, an amount, determined in the Company’s sole discretion, in each case as necessary to satisfy all of the Company’s obligations regarding federal, state, local and foreign withholding tax requirements (including social security, employment and similar payroll deductions) with respect to your compensation pursuant to this agreement and/or with respect to any other payment of cash, or issuance or delivery of any other property, to you or to any third party for your account or benefit, and the Company, as applicable, may defer any such payment of cash or issuance or delivery of such other property until such requirements are satisfied, in the Company’s sole discretion. Notwithstanding anything to the contrary herein, you acknowledge and agree that you are responsible for payment of any and all personal income tax obligations to any and all applicable local, state, federal or foreign agencies associated with your compensation from the Company.

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LOGO

Section 409A

This Agreement is intended to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Enforceability

It is the desire and intent of you and the Company that the provisions of this agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. In case any provision of this agreement shall be finally determined by a court or competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed to be deleted, but the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Governing Law; Consent to Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any choice of laws or conflicts of laws provisions). Each of the parties hereby irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Eastern District of New York and/or any state court of the state of New York located in New York, City, NY, and irrevocably agrees that all actions or proceedings arising out of or relating to this agreement or the transactions contemplated hereby may be litigated in such courts. Each of the parties irrevocably waives any objection which he, she or it may now or hereafter have to the laying of the venue of any such proceeding in any such court and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. You and the Company agree that (a) service of process in any such action or proceeding may be effected in any manner permitted for giving of notice in this agreement and/or in any other manner permitted by applicable law, and (b) any judgment or award rendered on or in respect of this agreement may be entered in and enforced by any court in the world having jurisdiction.

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Waiver of Jury Trial

Each of the parties hereby waives, to the fullest extent permitted by applicable law, any right he, she or it may have to a trial by jury in respect of any action or proceeding arising out of, under or in connection with this agreement. Each of the parties (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that the other party would not, in the event of litigation, seek to enforce the foregoing waiver, and (b) acknowledges that he, she or it and the other party hereto have been induced to enter into this agreement, by, among other things, the mutual waivers and certifications contained herein.

Miscellaneous

No modification, amendment or waiver of any provision hereof, or consent required hereby, nor any consent to any departure herefrom, shall be effective unless it explicitly states the intent of both parties hereto to supplement the terms herein and is in writing and signed by the parties hereto. This Agreement is personal to you and shall not be assigned by you. Any purported assignment by you shall be null and void. You hereby acknowledge and agree that the Company may assign its rights and obligations under this agreement and in and to any and all intellectual property owned by or assigned to it pursuant to this agreement and/or the Restrictive Covenant Agreement without restriction. The provisions hereof, together with the Restrictive Covenant Agreement, contain the entire agreement among the parties hereto with respect to the matters set forth herein (and therein), and supersede all prior agreements or understandings among the parties hereto with respect to the matters set forth herein (and therein). This agreement may be executed in one or more counterparts, each executed counterpart (including executed counterparts delivered by facsimile or by e-mail) to be deemed an original instrument, and all such counterparts together to be deemed but one agreement. Any notice required or permitted to be given under this agreement shall be given in writing and shall be deemed effectively given upon personal delivery, upon delivery by nationally recognized overnight courier (signature or evidence of delivery required), or three (3) days following deposit in the mail, by registered or certified mail (return receipt requested), addressed to the other party hereto at their address hereinafter shown below their signature to this agreement (or in the case of the Company, to its principal office) or at such other address as such party may designate by written notice to the other party hereto in accordance with this provision.

Conditions of Employment

This offer is valid until withdrawn or for two (2) days, whichever is shorter, and is contingent upon your signing, as a pre-condition of employment, an Employee Proprietary Information, Inventions, Non-Solicitation and Non- Competition Agreement (“Restrictive Covenant Agreement” or “RCA”). Please review this document carefully and note the specific obligations therein.

Conclusion

This letter, together with your RCA, forms the complete and exclusive statement of the terms of your employment with Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of the Company.

Please sign and date this letter, and the RCA and return them at your earliest convenience, if you wish to accept employment at the Company under the terms described above.

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LOGO

Mike, I am extremely excited to have you join the Griid team and I’m confident in the meaningful, positive impact you will make.

Acknowledgment of Full Understanding

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE FULLY READ, UNDERSTAND AND ARE VOLUNTARILY ENTERING INTO THIS AGREEMENT, AND THAT YOU HAVE HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF YOUR CHOICE BEFORE SIGNING THIS AGREEMENT.

[Signature Page Follows]

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Please indicate your acknowledgement of, and agreement to, the terms of this agreement by signing below and returning this agreement as signed by you to the Company.

We look forward to working with you.


Sincerely,

Griid Infrastructure LLC

By:		/s/ Trey Kelly
		Trey Kelly
		Founder & CEO


Accepted and Agreed:

By:		/s/ Michael W. Hamilton
		Michael W. Hamilton

Date: 8/23/2019

EXHIBIT A

GRIID INFRASTRUCTURE, LLC

RESTRICTIVE COVENANT AGREEMENT //

A CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENT

This CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENT (this “Agreement”) is made between Griid Infrastructure LLC, a Delaware limited liability company (the “Company”), and the undersigned employee (the “Employee”). In consideration for Employee’s employment, Employee hereby acknowledges and agrees as follows:

1. CONFIDENTIAL INFORMATION

(a)

The Company is in the business consisting of, among other things, owning and operating blockchain processing and artificial-intelligence, high-compute datacenter facilities, and selling cryptocurrency mining hash power to third-parties (the “Company Business”). Confidential information and trade secrets (collectively, “Confidential Information”) are valuable Company assets that Employee is required to protect and preserve.

(b)

Employee acknowledges, covenants, and agrees that during the course of Employee’s employment with Company, Employee will come into contact with and have access to various technical and non-technical Confidential Information which is the property of the Company. This information relates both to the Company and any persons, firms, corporations or other entities which are customers of the Company or other entities that have dealings with the Company. Employee acknowledges and agrees that Employee is being provided access to such Confidential Information subject to and solely based upon Employee’s agreement to the covenants set forth in this Agreement, and Employee would not otherwise be afforded access to such information.

(c)

Confidential Information consist of any information which is not generally known, is or may be used in the Company’s business, could give competitors an advantage if they knew about it, or could impact upon the Company’s internal operations. Such Confidential Information includes, but is not limited to: (i) information with respect to costs, profits, sales, markets, products and product formulae, mailing lists, new business, strategies and plans for future business, product or other development, new and innovative product ideas, potential acquisitions or divestitures, emerging markets and new marketing ideas; (ii) methods, procedures, devices, machines, equipment, data processing programs, software computer models, social media strategy, application software for mobile phones, tablets and other electronic devices, research projects, and other means used by the Company in the conduct of its business; (iii) the identity of the Company’s customers, vendors, distributors and suppliers, the names of representatives of the Company’s customers, vendors, distributors and suppliers, the amounts paid by or to the Company by such

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customers, vendors, distributors and suppliers, personnel placement prospects or contacts, specific customer needs, requests and requirements, and leads and referrals to prospective customers; and (iv) the identity and number of the Company’s employees and confidential information obtained from their personnel files — all of which information Employee acknowledges and agrees is not generally known or available to the general public, but has been developed, compiled and/or acquired by the Company at its great effort and expense. Confidential Information can be in any form: oral, written or machine readable, including electronic files.

(d)

Employee covenants and agrees to hold all Confidential Information and any data or documents containing or reflecting Confidential Information in the strictest confidence, and that both during employment and at any time after Employee’s employment with the Company, Employee will not, without the prior written consent of the Chief Executive Officer of the Company or his designee(s), disclose, divulge or reveal to any person, or use for any purpose other than for the exclusive benefit of the Company, any Confidential Information, whether contained in Employee’s memory or embodied in writing or other physical form.

(e)

Employee covenants and agrees to deliver to the Company immediately upon cessation of employment or at any time the Company so requests, (i) any and all documents, files, notes, memoranda, manuals, forms, databases and/or other computer programs reflecting any Confidential Information, or otherwise relating to the Company; (ii) any and all passwords for the Company’s computers and systems Employee possesses; (iii) lists of the Company’s customers, vendors, distributors and suppliers or leads or referrals thereto; and (iv) any and all computer equipment, home office equipment, or other business equipment belonging to the Company which Employee may then possess or have under Employee’s control.

(f)

Employee further covenants and agrees that Employee shall report immediately to the Chief Executive Officer of the Company or his designee(s) (i) any and all unauthorized disclosures, revelations or uses of any Confidential Information by any person or employee of the Company, and (ii) any and all requests made to Employee that he or she disclose, reveal or misuse any Confidential Information.

2. NON-SOLICITATION OF CUSTOMERS

(a)

Employee acknowledges and agrees that solely by reason of employment by the Company, Employee has and/or will come into contact with some, most or all of the Company’s customers and may have access to Confidential Information regarding the Company’s customers.

(b)

Consequently, Employee covenants and agrees that in the event of termination of employment by the Company, whether such termination is voluntary or involuntary,

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Employee will not, for a period of one (1) year following such termination, directly or indirectly, solicit, contact, do business with, call upon, communicate with or attempt to do any of these things, with any Company customer in a manner intended or reasonably likely to negatively affect such customer’s relationship or level of business with the Company. This restriction shall apply to:

(1)

any Company customer with whom Employee had contact during the last two (2) years of employment with the Company; or

(2)

any Company customer about whom Employee obtained Confidential Information during the last two (2) years of employment with the Company.

3. NON-SOLICITATION OF VENDORS, DISTRIBUTORS AND SUPPLIERS

(a)

Employee acknowledges and agrees that solely by reason of employment with the Company, Employee has and/or will come into contact with some, most or all of the Company’s vendors, distributors and suppliers, and may have access to Confidential Information regarding the Company’s vendors, distributors and suppliers.

(b)

Consequently, Employee covenants and agrees that in the event of termination of employment with the Company, whether such termination is voluntary or involuntary, Employee will not, for a period of one (1) year following such termination, directly or indirectly, solicit, contact, do business with, call upon, communicate with or attempt to do any of these things, with any of the Company’s vendors, distributors or suppliers in a manner intended or reasonably likely to negatively affect such vendor’s, distributor’s or supplier’s relationship or level of business with the Company’s. This restriction shall apply to:

(1)

any vendor, distributor, or supplier of the Company with whom Employee had contact during the last two (2) years of employment with the Company; or

(2)

any vendor, distributor, or supplier of the Company about whom Employee obtained Confidential Information during the last two (2) years of employment with the Company.

4. NON-SOLICITATION OF EMPLOYEES

Employee agrees that Employee will not, during the term of employment with the Company and for an additional period of one (1) year thereafter, either voluntarily or involuntarily, for any reason whatsoever, directly or indirectly, individually or on behalf of others, aid or endeavor to solicit or induce any other employee or consultant of the Company to leave the employment or service of the Company, in order to accept competitive employment of any kind with any person, firm, partnership, corporation or other entity.

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5. NON-COMPETITION

Employee covenants and agrees that so long as Employee is employed by the Company and for a period of one (1) year after such employment is terminated, whether voluntarily or involuntarily, Employee will not, without the express written consent of the Chief Executive Officer of the Company or his designee(s), directly or indirectly, be employed by, own, manage, operate, control, participate in, or be associated in any manner with the ownership, management, operation or control of any company or other business or entity engaged in Company Business or the development, manufacture, marketing, dissemination, sale, distribution or offering of products or services that are competitive to products or service offered by the Company.

6. EMPLOYEE INVENTIONS; EXISTING BUSINESS RELATIONSHIPS

(a)

Employee agrees to disclose promptly to the Company, and to hereby assign and agree to assign to the Company or its designee, Employee’s entire right, title and in and to all Inventions which relate to the work that Employee performs for the Company and which are conceived or reduced to practice by Employee (a) during the period of Employee’s employment or engagement, or (b) within one (1) year of the termination of Employee’s employment or engagement for any reason, if based on or related to Confidential Information, to the extent permitted by applicable law.

(b)

No rights are hereby conveyed in Inventions, if any, made by Employee prior to employment or engagement with the Company, which are identified in Schedule A attached to and made a part of this Agreement. Employee hereby certifies that Schedule A contains no confidential information that Employee is prohibited from disclosing by contract or by law. Specifically, this Paragraph does not apply to any Inventions developed by Employee:

(1)

for which Employee did not use any equipment, supplies, facilities, or Confidential Information of the Company;

(2)

which Employee developed entirely on Employee’s own time outside Employee’s working hours with the Company; and

(3)

which do not relate to the actual or anticipated work of the Company, which do not relate to the Company’s Business, and which do not result from any work performed by Employee for the Company.

(4)

For the purpose of this agreement, the term “Inventions” includes but is not limited to all products, designs, specifications, trademarks, service marks, discoveries, formulae, processes, manufacturing techniques, trade secrets, inventions, creations, improvements, ideas, and work product, or contributions thereto, regardless of whether patented, copyrighted or otherwise protected, and regardless of whether containing or constituting Confidential Information. Employee agrees that

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Employee does not and will not assert any rights against the Company with respect to any invention to which this paragraph applies which is not patented or which is not listed in Schedule A.

(c)

Employee has no active business relationships, employment contracts, non-competition agreements, non-disclosure agreements, management agreements or ownership positions in entities other than those listed in Schedule A.

7. FULL FAITH AND DEVOTION AND CONFLICT OF INTEREST

Employee agrees to serve the Company faithfully, devote Employee’s full working time, attention, and energies to the business of the Company, and perform Employee’s duties to the best of Employee’s abilities. To the extent permitted by applicable law, Employee may participate in other outside business, charitable and/or civic activities provided such activities are not inconsistent with Employee’s duties under this Agreement, will not create a conflict of interest, will not be disadvantageous to the Company, and, with respect to outside business activities only, Employee discloses to and receives written approval from the Chief Executive Officer or his designee(s) prior to engaging in such activities.

Employee may not use Employee’s position, influence, knowledge of or Confidential Information or Company assets for personal gain. A direct or indirect financial interest, including joint ventures in or with a supplier, vendor, customer or prospective supplier, vendor or customer without prior disclosure and written approval from the Chief Executive Officer of the Company or his or their designee(s) is strictly prohibited.

8. ENFORCEMENT

Employee acknowledges and agrees that compliance with the covenants set forth in this Agreement is necessary to protect the business and goodwill of the Company and that any breach of paragraphs 1 through 7 or any subparagraph thereof will result in irreparable and continuing harm to the Company, for which money damages will not provide adequate relief. Accordingly, in the event of any breach or anticipatory breach of paragraphs 1 through 7 by Employee, the Company and Employee agree that the Company shall be entitled to the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and Employee hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; (b) recovery of all reasonable sums and costs, including attorneys’ fees, incurred by the Company to enforce the provisions of this Agreement; and (c) forfeiture of Employee’s eligibility to participate in the Plan to the extent permitted by the Plan documents and applicable law.

9. SECRET INFORMATION BELONGING TO OTHERS

Employee represents that Employee’s employment with the Company does not and will not breach any agreements with or duties to a former employer or any other third party to keep secret confidential information belonging to others or to assign inventions to them. Employee will not disclose to the Company or use on its behalf any confidential information belonging to others.

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10. MODIFICATION

No modification of this Agreement shall be valid unless made in writing, wherein specific reference is made to this Agreement, and signed by both parties hereto.

11. BINDING EFFECT

This Agreement shall be binding upon Employee, Employee’s heirs, executors, assigns, and administrators and is for the benefit of the Company, together with its officers, directors, parents, subsidiaries, affiliates, divisions, successors and assigns.

12. EXTENSION OF RESTRICTIVE PERIODS

The restrictive periods set forth in this Agreement (including those set forth in Sections 2, 3, 4, 5 and 6 hereof) shall not expire and shall be tolled during any period in which Employee is in violation of such restrictive periods, and therefore such restrictive periods shall be extended for a period equal to the durations of Employee’s violations thereof.

13. CONSENT TO NOTIFY

In the event Employee ceases working for the Company, Employee hereby understands, acknowledges and agrees that the Company may notify Employee’s new employer or other relevant third parties during the duration of the restraints set forth in this Agreement about Employee’s rights and obligations under this Agreement and hereby consents to such notification.

14. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the state of New York, without regard to conflict of laws provisions. The parties being desirous of having any disputes resolved in a forum having a substantial body of law and experience with the matters contained herein, agree that any action or proceeding with respect to this Agreement shall be brought in the New York state court in New York City, New York or in the United States District Court for the Eastern District of New York and the parties agree to the jurisdiction thereof. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the said court(s), and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement, superseding all prior or contemporaneous agreements and understandings (whether oral or written) between the parties with respect to the subject matter of the Agreement.

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16. EMPLOYMENT AT-WILL

This Agreement is not an employment agreement. Employee acknowledges and agrees that employment with the Company is not for any specific period of time and Employee has the right to resign from such employment at any time Employee desires. Employee further acknowledges and agrees that the Company similarly has the right to terminate the employment relationship at any time it desires to do so, with or without cause and with or without notice.

17. CONSTRUCTION

(a)

The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Employee.

(b)

If any term or provision of this Agreement or any portion thereof is declared illegal or unenforceable by any court of competent jurisdiction, such provision or portion thereof shall be deemed modified so as to render it enforceable, and to the extent such provision or portion thereof cannot be rendered enforceable, this Agreement shall be considered divisible as to such provision which shall become null and void, leaving the remainder of this Agreement in full force and effect.

18. NON-WAIVER

The failure of either the Company or Employee, whether purposeful or otherwise, to exercise in any instance any right, power, or privilege under this Agreement or under law shall not constitute a waiver of any other right, power, or privilege, nor of the same right, power, or privilege in any other instance. Any waiver by the Company or by Employee must be in writing and signed by either Employee, if Employee is seeking to waive any of his or her rights under this Agreement, or by the Chief Executive Officer of the Company or his designee(s).

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have knowingly and voluntarily caused this Confidentiality, Non-Solicitation and Non-Compete Agreement to be executed as of the date set forth below.


Date: 8/23/2019				Michael Hamilton

				/s/ Michael Hamilton
				EMPLOYEE SIGNATURE

				GRIID INFRASTRUCTURE LLC

Date: 8/23/2019				James D Kelly III
				NAME

				Founder & CEO
				TITLE

				/s/ James D Kelly III
				SIGNATURE

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SCHEDULE A

LIST OF INVENTIONS PRIOR TO EMPLOYMENT WITH THE COMPANY:

Employee represents that he or she has no such inventions by initialing below next to the word “NONE”.

NONE:

LIST OF ACTIVE BUSINESS CONTRACTS EMPLOYEE IS PARTY TO AND/OR ENTITIES OF WHICH EMPLOYEE IS AN OWNER (OR AN AFFILIATE OF EMPLOYEE IS AN OWNER:

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Exhibit 10.20

AMENDED AND RESTATED

MINING SERVICES AGREEMENT

This Amended and Restated Mining Services Agreement (this “Agreement”) is made as of October 9, 2022 (the “Effective Date”), by and between Griid Infrastructure LLC (“Operating Partner”) and Blockchain Capital Solutions (US), Inc. (“Customer”). Operating Partner and Customer are each referred to as a “Party” and collectively as the “Parties”. Capitalized terms will have the meanings set forth in Exhibit A, unless otherwise defined herein.

RECITALS:

WHEREAS, Operating Partner and Customer entered into that certain Mining Services Agreement dated as of March 21, 2022 (the “Prior Agreement”) pursuant to which Operating Partner and/or its Affiliates provided certain colocation, operation, management and maintenance services (the “Services” as further described in Section 1 below) pursuant to the terms of the Prior Agreement; and

WHEREAS, Operating Partner and Customer desire to amend and restate the Prior Agreement in its entirety as set forth herein for the purposes of, and on the terms and conditions set forth in, this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.	SERVICES.

During the Term, Operating Partner will receive, install, operate, manage and maintain the Customer Mining Equipment at the Premises in accordance with this Agreement. Operating Partner agrees that all operation of the Customer Mining Equipment will be on Customer’s behalf, subject to the payments from Customer to Operating Partner set forth in this Agreement. Operating Partner shall deliver the Services in a professional manner and in keeping with commercially reasonable practices in the industry, but in no case less in all material respects than the standard of similar service that Operating Partner provides to itself and its controlled Affiliates. On or before the commencement of the Tranche I Planned Operational Date (as defined herein), Operating Partner shall dedicate and clearly designate the appropriate space within the Premises for purposes of operating the Customer Mining Equipment in accordance with this Agreement, which space shall be sufficient for the installation, operation and maintenance of the Customer Mining Equipment (and space so dedicated and clearly designated for the installation, operation and maintenance of the Customer Mining Equipment shall not also be used for other mining equipment).

1.1

Colocation.

1.1.1

Installation. Commencing in March of 2022 and at monthly intervals thereafter for the following six (6) months, Customer will deliver to Operating Partner at Operating Partner’s facility in Rutledge, Tennessee the Customer Mining Equipment for installation on the Premises and such Customer Mining Equipment will be added to Exhibit B. Exhibit B shall be updated from time to time upon the periodic delivery of Customer Mining Equipment to Operating Partner at such facility. Customer will notify Operating Partner in writing at least ten (10) days prior to the delivery date of any Customer Mining Equipment to the Premises. Operating Partner will install and begin operation of the Customer Mining Equipment on the Premises in the same manner and upon the same timing that Operating Partner deploys its own Mining equipment (the “Installation”). After initial Installation, Customer may, with the consent of Operating Partner (not to be unreasonably withheld, conditioned or delayed, and shall be deemed given if not rejected by Operating Partner in writing setting forth in reasonable detail the basis for rejection received by Customer within ten (10) days following Customer’s written request therefor), exchange, replace or upgrade its miners or any other Customer Mining Equipment from time to time which shall be installed by Operating Partner upon Customer’s request provided that (i) any installation and other costs associated with such exchange, replacement or upgrades shall be included in the shared operating expenses under Exhibit C before allocation to Customer and (ii) Operating Partner’s consent shall not be withheld, conditioned or delayed so long as the replacement Customer Mining Equipment is customarily used for cryptocurrency Mining purposes and is compatible with the electrical infrastructure and rack space in the Premises.

1.1.2

Infrastructure Development and Customer Mining Equipment Installation. Operating Partner agrees to make all necessary improvements and developments to the Premises to accommodate the Customer Mining Equipment (including, without limitation, all necessary cable, electrical, transformers and other infrastructure) to enable the Customer Mining Equipment to operate in accordance with the requirements in Section 1.2, and complete Installation and commence full operation of the Customer Mining Equipment (collectively, the “Infrastructure Development and Equipment Installation”) as follows:

(a) Operating Partner agrees to complete the Infrastructure Development and Equipment Installation for (i) not less than 5 MW of power and accompanying Customer Mining Equipment no later than the Effective Date (the “Tranche I Planned Operational Date”), (ii) not less than 20 MW of power and accompanying Customer Mining Equipment no later than May 1, 2022 (the “Tranche II Planned Operational Date”), and (iii) not less than the additional power required to operate the additional Customer Mining Equipment in Operating Partner’s possession as at the Effective Date which has not be activated because such Customer Mining Equipment would exceed the 20 MW threshold in subclause (ii) no

later than seven (7) days after the Effective Date (the “Tranche III Planned Operational Date”; each of the Tranche I Planned Operational Date, the Tranche II Planned Operational Date and the Tranche III Planned Operational Date is referred to as a “Planned Operational Date”), and to provide Customer periodic updates as to the progress toward completion of the Infrastructure Development and Equipment Installation.

(b) Upon completion of the Infrastructure Development and Equipment Installation for each of Tranche I, Tranche II and Tranche III in accordance with this Section, Operating Partner will provide to Customer a written notice certifying that the Infrastructure Development and Equipment Installation is complete (each, a “Completion Notice”); provided, however, that immaterial developmental items that would not impair Operating Partner’s ability to fully perform its obligations under this Agreement can be completed by a commercially reasonable time that follows the applicable Planned Operational Date and shall not delay the delivery to Customer of the Completion Notice for such Planned Operational Date.

If, due to no fault of Operating Partner, the Customer Mining Equipment for Tranche I, Tranche II or Tranche III, as applicable, has not been delivered to the site where the Premises is located at least fourteen (14) days prior to the respective Planned Operational Dates, the corresponding Planned Operational Date shall be extended, if necessary, to the date that is fourteen (14) days after the Customer Mining Equipment for Tranche I, Tranche II or Tranche III, as applicable, has actually been delivered to the Premises. For the avoidance of doubt, as at the Effective Date, the Customer Mining Equipment for Tranche III has been delivered to, and is being held by Operating Partner for Customer at, the Premises.

1.1.3

Failure to Complete Infrastructure Development and Equipment Installation. If Operating Partner fails to complete the Infrastructure Development and Equipment Installation by the Planned Operational Date (subject to any extension of a Planned Operational Date pursuant to Section 1.1.2) except for those immaterial development items noted in Section 1.1.2(b) herein or fails to commence full operation of the Customer Mining Equipment at an alternative temporary facility (with Customer paying for electricity at the lesser of such facility’s power rate and schedule or those on the Approved Rate Card) of Operating Partner on such Planned Operational Dates while the Infrastructure Development and Equipment Installation is being completed at the Premises, Operating Partner will promptly pay to Customer the Late Development Fee, assessed at the end of each week following the Planned Operational Date. If, pursuant to the prior sentence, Operating Partner commences full operation of the Customer Mining Equipment at an alternative temporary facility of Operating Partner on any Planned Operational Dates while the Infrastructure Development and Equipment Installation is being completed at the Premises, Operating Partner shall pay the Late Development Fee (or a pro rata portion thereof) during any time

that the Customer Mining Equipment is not in full operation while being relocated from the alternative temporary facility to the Facility. The “Late Development Fee” is intended to compensate Customer for the Generated Digital Assets that would have been paid to Customer on a weekly basis if Operating Partner had completed the Infrastructure Development and Equipment Installation by the Planned Operational Date and commenced operation of Customer’s miners as required in this Agreement. The weekly Late Development Fee payable by Operating Partner for each Functional Miner that has been delivered by Customer shall be equal to the Projected Daily Generated Digital Assets (defined below) for each such Functional Miner multiplied by the number of days in the applicable week that such Functional Miner was not fully in operation for the entirety of the day, and shall be paid in Bitcoin (BTC). The following formula shall be used to determine the “Projected Daily Generated Digital Assets”: the Rated Hashrate ÷ network hashrate x 144 (the number of blocks per day) x 6.25 (the block reward). The term “network hashrate” for purposes of the foregoing calculation shall mean a rolling fourteen (14) day average hashrate sourced from blockchain.com, CoinMetrics or Glassnode. For any miner that is not a Functional Miner, the portion of the Late Development Fee that would otherwise apply to such miner shall be equitably reduced based on the difference between its Rated Hashrate and the actual hashrate that such defective miner would achieve if operated properly. The Late Development Fee, if any, shall be assessed at the end of each week following the Planned Operational Date. For any time period after delivery of Customer’s miners but before such miners have been installed by Operating Partner, Operating Partner shall store such miners in a weathertight, secure area to avoid any damage thereto, at no cost to Customer (whether as an operating expense or otherwise).

1.2

Electrical Capacity; Operation. Commencing on or before the Effective Date (subject to Customer’s delivery of the Customer Mining Equipment and any adjustment to such date pursuant to Section 1.1.2) and continuing throughout the Term, Operating Partner shall provide not less than 5 MW of electrical capacity for the Customer Mining Equipment. Commencing on or before May 1, 2022 (subject to Customer’s delivery of the Customer Mining Equipment and any adjustment to such date pursuant to Section 1.1.2) and continuing throughout the Term, Operating Partner shall increase the electrical capacity for the Customer Mining Equipment to not less than a total of 20 MW of electrical capacity for the Customer Mining Equipment. Within seven (7) days of the Effective Date and continuing throughout the Term, Operating Partner shall increase the electrical capacity for the Customer Mining Equipment to not less than a total of electrical capacity for the Customer Mining Equipment necessary to operate all Customer Mining Equipment in the possession of Operating Partner as at the Effective Date. On the day of Installation, Operating Partner will operate the relevant Customer Mining Equipment on the Premises for the purpose of generating Digital Assets and make commercially reasonable efforts to minimize interruptions in the operation of the Customer Mining Equipment. At all times during the Term other than the first twenty-one (21) days of operation of each individual miner, Operating Partner shall maintain the following minimum performance standards, including by providing the electricity required therefor (the “Performance Standards”):

(i)

90% Uptime; and

(ii)

90% of Expected Monthly Hashrate.

In the event that Operating Partner at any time fails to achieve and maintain any of the Performance Standards required hereunder, Operating Partner shall pay a fee to Customer (the “Performance Standards Fee”), in Bitcoin (BTC), equal to ninety-five percent (95%) of the difference between (a) the total Projected Daily Generated Digital Assets expected to be generated by Customer’s Functional Miners during the period of the failure of the Performance Standards (assuming both 90% Uptime and 90% of Expected Monthly Hashrate) and (b) the Generated Digital Assets actually generated by Customer’s Functional Miners for such period. For any miner that is not a Functional Miner, the portion of the Performance Standards Fee that would otherwise apply to such miner shall be equitably reduced based on the difference between its Rated Hashrate and the actual hashrate that such defective miner would achieve if operated properly. The Performance Standards Fee, if any, shall be payable out of the Operating Partner Fee (as defined in Section 2.2) which would otherwise be retained by Operator and deposited in the Operating Partner Wallet pursuant to Section 2.2. In the event that any Performance Standards Fee due and payable to Customer in accordance with this Section exceeds the Operating Partner Fee in a month, then Operating Partner shall be obligated to pay to Customer the difference within ten (10) days after the end of such month, which amount shall be paid to the Customer Wallet in Bitcoin (BTC).

Operating Partner shall provide the Uptime and Expected Monthly Hashrate statistics to Customer no later than ten (10) business days after the beginning of each calendar month and shall include Uptime and Expected Monthly Hashrate statistics in any Audit, as defined in Section 5.

1.3

Management and Maintenance. Throughout the Term, Operating Partner shall be responsible for the management and maintenance of the Customer Mining Equipment. Operating Partner’s responsibilities will include (i) ongoing monitoring of performance metrics in an effort to maximize miner performance; (ii) Premises security; (iii) overall Premises maintenance; (iv) power and infrastructure maintenance; (v) Premises safety protocols; (vi) power procurement and billing; (vii) heat management; (viii) payment and management of employees and contractors performing services related to this Agreement; (ix) repair and maintenance of Customer Mining Equipment to the same standard and in the same manner as Operating Partner repairs and maintains its Mining equipment; and (x) all other such services as required for the Customer Mining Equipment to achieve the operation requirements in Section 1.2, but in no event will Operating Partner’s services be less than the services that Operating Partner uses to manage and maintain the Mining equipment belonging to Operating Partner or Operating Partner’s controlled Affiliates at the Premises. All such maintenance shall be performed in a diligent, competent and workmanlike manner. Operating Partner, at its expense, will make commercially reasonable efforts to perform all upgrades with a goal for the software or firmware of Customer Mining Equipment to maximize Uptime and Generated Digital Assets. Operating Partner, with the consent of Customer, shall address and facilitate repairs to Customer Mining Equipment. Customer shall pay the cost of replacement of parts or

Customer Mining Equipment and all R&M/warranty-related costs or claims that occur or become necessary due to faulty Customer Mining Equipment occurring upon or shortly after delivery or installation and all failure, loss or degradation of miners that occurs over the course of the useful life of the Customer Mining Equipment or in the normal course of operations. Notwithstanding the foregoing, in the event that any Customer Mining Equipment requires repairs or maintenance that Operating Partner would not perform for its Mining equipment (“Non-Standard R&M”), Operating Partner shall notify Customer in writing within ten (10) days of (a) Operating Partner’s determination not to perform any Non-Standard R&M and (b) the costs to perform such Non-Standard R&M. In such event, Customer may elect by written notice to Operating Partner to require Operating Partner to (i) make such Non-Standard R&M so long as Customer agrees in its notice to pay the costs thereof and/or (ii) pursue any available warranty claim for such Non-Standard R&M.

2.	ALLOCATION OF MINING POWER AND DEPOSIT OF DIGITAL ASSETS.

2.1

Allocation of Mining Power. Operating Partner shall provide the Services such that the Operating Partner will use the Customer Mining Equipment to Mine the cryptocurrency Bitcoin (BTC), unless otherwise agreed to in writing by Customer and Operating Partner. For avoidance of doubt, and in case of a hard fork of the Bitcoin protocol, under this Agreement “Bitcoin (BTC)” shall mean the forked chain as set forth by Customer. Operating Partner shall not “merge mine” or otherwise use the Customer Mining Equipment to Mine any other Digital Asset not expressly stated herein unless otherwise agreed to in writing by Customer and Operating Partner. Operating Partner shall not use any of the electrical power capacity required to be provided to Customer pursuant to Section 1.2.

2.2

Deposit of Digital Assets and Revenue Share. Promptly following the end of each twenty-four (24) hour period during the Term (adjusted as needed for non-standard, non-twenty-four-hour (24) days) (each period, a “Payout Period”), Operating Partner shall deposit ninety-five percent (95%) of the Generated Digital Assets in the Customer Wallet and five percent (5%) of the Generated Digital Assets (the “Operating Partner Fee”) in the Operating Partner Wallet. Whether or not Bitcoin (BTC) mined for Customer and for Operating Partner are from the same pool, the mined coins shall be segregated in separate accounts or subaccounts which shall redirect Customer’s mined coins into an account identified by Customer.

2.3

Monitoring. Within five (5) business days of the Installation, Operating Partner will provide all necessary access to Customer to remotely monitor the Generated Digital Assets and other metrics as reasonably requested by Customer, but in all cases including any and all control panels, access methods, and other features or metrics available to Operating Partner.

3.	ALLOCATION OF COSTS.

3.1

Electrical Charges and Operating Charges.

3.1.1

Customer and Operating Partner have agreed on a rate card for Operating Partner’s procurement of electricity (the “Approved Rate Card”), which is attached as Exhibit D. The Approved Rate Card includes (a) rates for electricity and (b) planned curtailment during selected peak demand periods (the “Planned Curtailment”).

3.1.2

The “Customer Electricity Charge” shall be one hundred percent (100%) of the costs of electricity (including required deposits used by the Customer Mining Equipment as determined by separate meter(s) plus the pro rata share (in the proportion that the Customer Mining Equipment’s electrical consumption bears to the electrical consumption of all Mining equipment at the Premises) of the electrical power bill (including any deposits and adjustments to such deposits) attributable to the balance of the Premises (excluding, for avoidance of doubt, Customer Mining Equipment electrical consumption) as determined by the actual amounts paid by Operating Partner to its electricity provider for the Premises, without premium or markup. The “Customer Operating Expenses Charge” shall be one hundred percent (100%) of the actual expenses as described in Exhibit C. Any deposits returned to Operating Partner from power providers that were included as part of the Customer Electricity Charges described above shall be returned to Customer within ten (10) days of receipt by Operating Partner; however, if for any reason other than a default by Customer in paying the Customer Electricity Charge the deposit paid by Customer has not been returned to Operating Partner within sixty (60) days following the end of the Term or earlier termination of this Agreement, Operating Partner shall reimburse Customer for such deposit and thereafter be permitted to retain the deposit when recovered from its electricity provider.

3.1.3

On or before the first day of each month during the Term, Customer shall pay to Operating Partner (provided that to the extent such prepayment relates to the Customer Electricity Charge, such amount shall be paid directly by Customer to the Utility Board (as defined below)) one million dollars ($1,000,000) (each a “Prepayment Amount”) which Prepayment Amount shall serve as a prepayment of, and shall be applied to, the actual Customer Electricity Charges and the Customer Operating Expenses Charge for such month. On or before the fifteenth (15^th) day of each month Operating Partner shall invoice Customer for the Customer Electricity Charges and Customer Operating Expenses Charge for the prior month and, to the extent that such invoiced amount exceeds the Prepayment Amount for such prior month, Customer shall pay (i) to the Utility Board such excess amount of Customer Electricity Charges, and (ii) to Operating Partner such excess amount of the Customer Operating Expenses Charge, in each case within ten (10) business days of receipt of such invoice. In the event that the Prepayment Amount exceeds the invoiced amount for such month, any excess amounts shall be credited towards the invoice for the Customer Electricity Charges and the

Customer Operating Expenses Charge for the following month. Such invoices shall include a copy of the electricity invoices that Operating Partner received, reflecting the actual electricity costs paid by Operating Partner, and any detail breaking down Customer’s allocation of such electricity costs including, without limitation, the Approved Rate Card (or actual rates paid, if less than those on the Approved Rate Card) used in determining such electricity costs and a reasonably detailed accounting of applicable costs and expenses, along with the calculation of Customer’s share thereof with respect to all Customer Operating Expenses Charges. Notwithstanding any provision of this Agreement to the contrary, Customer shall have no responsibility to pay for any electricity costs that exceed the corresponding charges reflected in the Approved Rate Card. For the avoidance of doubt, this provision applies only to the power consumed in respect to the Services.

3.1.4

Notwithstanding the foregoing Section 3.1.3, within five (5) business days of the Effective Date, Customer shall pay to Operating Partner $981,315.70 which includes the actual Customer Electricity Charges and Customer Operating Expenses Charge for the month of September 2022.

3.2

Deposit. As soon as practicable after the Effective Date, Operating Partner, Customer and the Lenoir City Utility Board (the “Utility Board”) shall enter into an agreement pursuant to which Customer shall pay to the Utility Board that portion of the aggregate deposit required by the Utility Board up to one million five hundred thousand dollars ($1,500,000) (the “Deposit”) that is proportionately related to the electrical consumption by the Customer Mining Equipment at the Premises to be held by the Utility Board for and on behalf of Customer as a deposit and bond for the Customer Mining Equipment electrical consumption at the Premises. Customer will not be required to pay the Deposit unless and until such agreement (in form and substance reasonably satisfactory to Customer) is executed by all parties thereto.

3.3

Set-off. If Customer fails to pay any Customer Electricity Charges or Customer Operating Expenses Charges on or before the date required for payment as specified in this Agreement and Customer continues to fail to make such required payment for a period of ten (10) business days after receipt of written notice from Operating Partner (the “Cure Period End Date”), Operating Partner may set off : (a) any amount owing by it (or its Affiliates) to Customer (or its Affiliates) under or in connection with the Credit Agreement; against (b) one hundred and fifty thousand dollars ($150,000) each day of non-payment (commencing from the Cure Period End Date to, but excluding, the date of actual payment); provided that the maximum aggregate amount that may be set-off pursuant to this Section 3.3 shall be capped at nine million dollars ($9,000,000) (the “Cap Amount”). Commencing on the date that Operating Partner begins set off pursuant to this Section 3.3 and through the date upon which the total amount set off reaches the Cap Amount (the “Outside Date”), such set-off right shall be Operating Partner’s only remedy for any loss or damage suffered or incurred by Operating Partner in relation to the failure by Customer to pay any Customer Electricity Charges or Customer Operating Expenses Charges by the Cure Period End Date. Following the Outside Date and provided that Customer continues to have failed to make a payment as required under this Agreement, Operating Partner may terminate this Agreement in accordance with Section 12.3.

4.	DISPUTED AMOUNTS.

Customer may, in good faith, dispute any invoice or any part thereof (a “Disputed Amount”) by submitting a written notice of such dispute along with reasonable supporting documentation within ten (10) calendar days of the date of the initial invoice on which the Disputed Amount appears. Operating Partner will review the Disputed Amount after its receipt of the relevant notice and will provide Customer with any and all evidence demonstrating the propriety of the invoice. If the amount was billed in error, a credit for the amount invoiced incorrectly will be made to the next invoice. If the amount was invoiced correctly, Customer will pay the amount by the due date of the next invoice.

5.	RECORDS AND REPORTING.

Operating Partner will prepare reports, per Payout Period, regarding Generated Digital Assets and all Costs for the Payout Period, and provide Customer with access to a copy of such reports on a monthly basis or as reasonably requested by Customer, the form and substance of such reports to be reasonably agreed by the Parties. Customer may, once every calendar quarter during the Term, request access of Operating Partner’s facilities, books, and records to determine whether the Costs charged to Customer during a Payout Period under this Agreement were calculated in accordance with this Agreement (each such request, an “Audit”). Customer shall minimize the burden any Audit may cause Operating Partner provided that such efforts shall not impair Customer’s rights under this Agreement. Operating Partner will grant Customer such access within a commercially reasonable time period, but in no case longer than thirty (30) business days after a request for an Audit is made by Customer in writing. If it is discovered that Operating Partner has overcharged Customer, then Operating Partner shall pay Customer the difference between the charged amount and the actual amount. If it is discovered that Operating Partner has undercharged Customer, then Customer shall pay Operating Partner the difference between the charged amount and the actual amount. All Audits shall be at the sole expense of Customer.

6.	LENDER FINANCING.

6.1

Financing. Notwithstanding any provision of this Agreement to the contrary, Customer shall have the right to (i) enter into a collateral assignment of its interest in this Agreement and rights hereunder (a “Collateral Assignment”), (ii) enter into agreements with lenders for purposes of financing the Customer Mining Equipment or other items of Customer’s personal property (collectively, “Customer’s Property”) and/or (iii) grant security interests in the Customer Mining Equipment or Customer’s Property. Any agreement entered into by Customer in connection with items (i), (ii) or (iii) above shall be referred to hereinafter as a “Security Instrument”). Any Collateral Assignment of this Agreement in subclause (i) above to be effective shall require that secured party agree in writing that prior to exercising its rights to take over Customer’s rights under this Agreement under the Collateral Assignment, the secured party shall first deliver written notice to Operating Partner that Operating Partner shall have the right, for a period of

thirty (30) days after notice from the secured party of any default by Customer under, or of an obligation secured by, a Security Instrument entitling the secured party to exercise rights under the Collateral Assignment, to pay off all Secured Party Indebtedness (as hereinafter defined); and if Operating Partner delivers payment of all such Secured Party Indebtedness to the secured party within such thirty (30) day period after notice from the secured party: (x) the secured party shall have no further rights to take over Customer’s rights under this Agreement and/or under the Collateral Assignment; and (y) Operating Partner shall be subrogated to all claims and rights of the secured party against Customer to the extent of such Secured Party Indebtedness paid by Operating Partner to the secured party. As used herein, the term “Secured Party Indebtedness” means the outstanding amount debt due to the secured party that is secured by the Collateral Assignment, plus all accrued and unpaid interest thereon, and other amounts due to the secured party related to the Collateral Assignment (including without limitation any late charges, default interest, exit fees, advances, expenses, attorneys’ fees and costs). Operating Partner hereby waives any so-called bailee’s or landlord’s lien and any statutory lien in any and all Customer Mining Equipment or Customer’s Property.

6.2

Lender Cure Rights. In the event that Customer enters into any Security Instrument and Customer provides written notice of such Security Instrument and the appropriate contact information for the Customer Lender (as defined herein), Operating Partner shall provide notice of any Customer default under this Agreement to the holder of any such Security Instrument (a “Customer Lender”) and provide such Customer Lender with the greater of the cure period available to Customer hereunder or thirty (30) days following Customer Lender’s receipt of such notice of default from Operating Partner to cure such default. A Customer Lender may elect, in its sole discretion, to cure any default under this Agreement by Customer.

If this Agreement is terminated as a result a default on the part of Customer or if Customer rejects this Agreement in bankruptcy, Operating Partner shall, subject to the satisfaction of the conditions provided below, on written request of a Customer Lender made at any time within thirty (30) days after Operating Partner has given notice of such termination to such Customer Lender, enter into a new agreement with such Customer Lender (a “New Agreement”) within ninety (90) days after receipt of such request. Any such New Agreement for a Customer Lender shall be effective retroactive as of the date of termination of this Agreement, and, except as provided below, shall be upon all the same terms and conditions of this Agreement which would have been in effect had such Customer Lender taken an assignment of Customer’s interest under this Agreement. The term of any such New Agreement shall be the remainder of the Term of this Agreement. The provisions of this Section shall survive the termination of this Agreement.

6.3

Estoppels. Either Party shall, from time to time, upon not less than ten (10) business days’ prior written request by the other, execute, acknowledge and deliver to the other a written statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates through which the Costs have been paid, that neither Operating Partner nor Customer is in default hereunder (or if so, specifying the nature of the default) and whether such Party has any offsets or defenses against the other

under this Agreement, it being intended that any such statement delivered pursuant to this Section 6 may be relied upon by prospective purchasers or a current or prospective Customer Lender or in connection with any equipment financing.

7.	CONTRACTORS.

Operating Partner may use its affiliates and any third-party contractors, vendors and/or Operating Partners to provide the Services (in whole or in part) (“Contractors”). Operating Partner shall be jointly and severally liable for the acts and omissions of any Contractor and the acts and omissions of any Contractor will be treated as the acts and omissions of Operating Partner under this Agreement.

8.	OWNERSHIP.

For the avoidance of doubt, as between the Parties, all Customer Mining Equipment and Generated Digital Assets required to be deposited into the Customer Wallet pursuant to Section 2.2 shall remain the sole property of Customer and will not be construed as fixtures or fittings or otherwise attached to an Operating Partner facility. As between the Parties, Operating Partner retains title to all racking, connectors, fittings, parts and other materials used or provided by Operating Partner at the Premises to provide Customer with the Services as well as the Generated Digital Assets to be deposited into the Operating Partner Wallet pursuant to Section 2.2. Upon termination or expiration of this Agreement, the Parties shall take all required actions under Section 12.4.

9.	RISK OF LOSS; INDEMNITY; INSURANCE.

9.1

Operating Partner shall be responsible for the care, custody and control of all Customer Mining Equipment and other property of Customer from the time it is Delivered at Place (DAP), Operating Partner designated warehouse/storage facility, located in Rutledge, Tennessee, prior to unloading and while installed or located at the Premises until such time as such items are loaded onto vehicles by Customer for removal or deemed abandoned by Customer hereunder, and at such time as such items are loaded onto vehicles by Customer for removal, all risk of loss to property in Operating Partner’s care, custody and control shall be assumed or insured by Customer, except as provided for in Section 9.2. For the avoidance of doubt, during any transfer of the Customer Mining Equipment and other property of Customer between the Premises and other facilities of Operating Partner or any Affiliate pursuant to this Agreement or otherwise, responsibility for the care, custody and control of all Customer Mining Equipment and other property of Customer, and all risk of loss associated therewith, shall remain with Operating Partner. Notwithstanding the foregoing, Customer agrees Operating Partner shall not be responsible and shall have no liability with respect to any damage to or defects in the Customer Mining Equipment or any other issues related to the Customer Mining Equipment that are not the result of Operating Partner’s acts or omissions in performing its obligations under this Agreement.

9.2

Subject to this Article 9 and Article 10, to the fullest extent permitted by law, Operating Partner shall indemnify, defend and hold harmless Customer, its parent entities and subsidiaries, each of their respective members, managers, partners, officers, directors,

shareholders, representatives and employees, and their respective successor and assigns (collectively, the “Customer Indemnitees”), from and against any and all claims, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or resulting from: (a) any damage, theft or loss to any Customer Mining Equipment and other property of Customer during the period when care, custody and control is vested with Operating Partner, to the extent that such damage, theft or loss was the result of Operating Partner’s negligence or willful misconduct or failure to perform its obligations under this Agreement; or (b) any bodily injury, sickness, disease or death, or to injury to or destruction of property (other than Customer Mining Equipment or other equipment of Customer, which is addressed in clause (a) above), occurring at the Premises or caused by the negligence or misconduct of Operating Partner, anyone directly or indirectly employed by them or anyone for whose acts they may be liable (all of the foregoing claims, damages, losses and expenses under clause (a) or (b) are collectively referred to a “Indemnified Claims and Losses”). Any amounts received by any Customer Indemnitee under this Article 9 for any Indemnified Claims and Losses shall be net of any amounts recovered by the Customer Indemnitees under any insurance policy obtained or maintained by Customer or its Affiliates as required by Section 9.3 and Schedule 1 or that would have been recoverable by the Customer Indemnitees had the Customer or its Affiliates obtained and maintained the insurance coverages required to be maintained by Customer pursuant to Section 9.3 and Schedule 1. Each Customer Indemnitee shall use commercially reasonable efforts, at no out-of-pocket cost to Customer Indemnities, to mitigate all Indemnified Claims and Losses for which indemnification may be sought, including by using commercially reasonable efforts to collect the maximum amount recoverable with respect thereto under any insurance policy obtained and maintained by Customer or its Affiliates as required by Section 9.3 and Schedule 1. The Customer Indemnitees shall promptly reimburse Operating Partner for any such amount received by Customer Indemnitees from any insurance policy maintained as required by Section 9.3 and Schedule 1 with respect to any Indemnified Claims and Losses after and to the extent any indemnification with respect thereto has been paid by Operating Partner pursuant to this Agreement.

9.3

Customer or Operating Partner, as the case may be, shall purchase from the insurers and maintain during the term of this Agreement the insurance coverages with at least the indicated minimum coverage limits listed in Schedule 1. Customer or Operating Partner, as the case may be, shall take all actions necessary to comply with the terms and conditions of the insurance coverages required to be obtained and maintained by it hereunder. Nothing herein shall prevent or limit the right of either Party to obtain any additional insurance policies or additional coverage from that indicated in Schedule 1, and the Parties make no representation or warranty that the insurance coverages set forth in Schedule 1 are adequate or sufficient for the purposes of the respective Parties.

9.4

Operating Partner shall cause the Commercial General Liability and Umbrella Liability insurance policies required to be obtained by it pursuant to Section 9.3 and Schedule 1 to include Customer Indemnitees as additional insureds, on a primary non-contributory basis, (using both of CG 20 10 04 13 and CG 20 37 04 13 or their equivalent).

9.5

Notwithstanding anything to the contrary, (a) Operating Partner waives all rights of recovery (including rights of subrogation) against the Customer Indemnitees for any claim, injury, loss or damage arising from any occurrence (i) to and arising from any theft, casualty or loss to the Premises or property of Operating Partner or its Affiliates, (ii) covered by any insurance maintained by Operating Partner or its Affiliates or (iii) that would have been covered by any insurance required to be maintained by Operating Partner or its Affiliates hereunder had Operating Partner or its Affiliates maintained the insurance coverage required to be maintained by it pursuant to Section 9.3 and Schedule 1, and (b) Customer, on behalf of itself and all Customer Indemnitees, waives all rights of recovery (including rights of subrogation) against Operating Partner for any loss or damage to Customer Mining Equipment or other property of Customer (i) covered by any first party insurance maintained by Customer or its Affiliates pursuant to Section 9.3 or Schedule 1 or (ii) that would have been covered by any insurance required to be maintained by Customer or its Affiliates hereunder had Customer maintained the insurance coverage required to be maintained by it pursuant to Section 9.3 and Schedule 1. All of the insurance policies of Operating Partner (except Workers’ Compensation) shall include a waiver of subrogation clause or endorsement denying to the insurer rights of subrogation against the Customer Indemnitees. All insurance policies maintained by Customer pursuant to Section 9.3 and Schedule 1 covering Customer Mining Equipment shall include a waiver of subrogation clause or endorsement denying to the insurer rights of subrogation against Operating Partner.

9.6

Failure of Operating Partner to secure insurance coverages required to be maintained pursuant to Section 9.3 and Schedule 1 or its failure to comply fully with any of the insurance provisions of this Agreement shall in no way relieve Operating Partner of its obligations under this Agreement (including, without limitation, Sections 9.1 and 9.1).

10.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

10.1

DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY, ITS AFFILIATES AND ITS AND THEIR THIRD PARTY LICENSORS OR SERVICE PROVIDERS EACH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES OR PROVISION OF THE CUSTOMER MINING EQUIPMENT, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, AND THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF A PARTY, ITS AFFILIATES AND ITS AND THEIR THIRD PARTY LICENSORS OR SERVICE PROVIDERS HAVE BEEN INFORMED OF SUCH PURPOSE, OR ANY REPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. CUSTOMER, ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS AND SERVICES PROVIDERS SHALL NOT BE RESPONSIBLE FOR ANY USE, MAINTENANCE, STORAGE, HOSTING OF THE CUSTOMER MINING EQUIPMENT BY OPERATING PARTNER OR OTHERS.

10.2 EXCLUSION OF CERTAIN DAMAGES; LIMITATION OF DAMAGES. SUBJECT TO SECTION 10.3 (EXCEPTIONS), NEITHER PARTY TO THIS AGREEMENT WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS (DIRECT OR INDIRECT), OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT SHALL PRECLUDE RECOVERY OF AMOUNTS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT. SUBJECT TO SECTION 10.3 (EXCEPTIONS), NEITHER PARTY TO THIS AGREEMENT WILL BE LIABLE FOR ANY DAMAGES IN EXCESS OF TEN MILLION DOLLARS ($10,000,000.00).

10.3

EXCEPTIONS. Nothing in this Agreement excludes Operating Partner’s liability or otherwise limits Customer’s remedies for any of the following:

(a)

death or personal injury resulting from its gross negligence or the gross negligence of its controlled Affiliates in connection with this Agreement;

(b)

fraud or fraudulent misrepresentation;

(c)

matters for which liability cannot be excluded or limited under applicable law;

(d)

matters covered by insurance or which would have been covered by insurance if maintained by Operating Partner as required herein; or

(e)

remedies expressly set forth in this Agreement.

11.

RESERVED.

12.

TERM AND TERMINATION.

12.1

This Agreement shall commence on the Effective Date and will remain in effect through February 28, 2027 (the “Term”).

12.2

Customer may terminate this Agreement upon not less than ninety (90) days prior written notice to Operating Partner for any reason or no reason.

12.3

Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or condition of this Agreement and fails to remedy the breach within sixty (60) days (or ten (10) business days in the case of a failure to

make payment in accordance with the terms of this Agreement subject to Section 3.3) after being given written notice thereof (a “Material Default). If this Agreement is terminated by either Party for a Material Default by the other Party, then such non-defaulting Party shall have all rights at law or in equity with respect to such Material Default and termination. Any termination of this Agreement for a Material Default of this Agreement by Operating Partner shall be a default under any other credit agreement, loan agreement or other similar agreement between Operating Partner and Customer or any of its affiliates.

12.4

Following the expiration or termination of this Agreement, each Party’s rights and obligations under this Agreement shall terminate and Customer shall be entitled to (i) the prompt possession of all Customer Mining Equipment or (ii) leave and abandon the Customer Mining Equipment at the Premises. Upon expiration or termination of this Agreement, Customer shall have the right but not the obligation to arrange for the removal of the Customer Mining Equipment from the Premises at Customer’s sole cost and expense; provided, however, that if Customer terminates this Agreement pursuant to Section 12.3 and elects to remove the Customer Mining Equipment then Customer shall be reimbursed by Operating Partner for the reasonable cost of removing and relocating the Customer Mining Equipment from the Premises. Operating Partner shall make such reimbursement to Customer within thirty (30) days after such removal. If Customer elects to remove the Customer Mining Equipment from the Premises at the expiration or earlier termination of this Agreement, Customer shall have a period of forty-five (45) days after the date of such expiration or earlier termination to so remove the Customer Mining Equipment. Any Customer Mining Equipment not so removed by Customer within such forty-five (45) day period shall be deemed abandoned by Customer.

12.5

If this Agreement is terminated or expires for any reason, Operating Partner shall provide Customer with timely supervised access to any Premises in which Operating Partner is hosting the Customer Mining Equipment and reasonably assist Customer to remove the Customer Mining Equipment and, if Customer elects to remove the Customer Mining Equipment, Customer agrees to remove the Customer Mining Equipment within forty-five (45) days after such termination. The Parties agree that, although Operating Partner may store, use, or install the Customer Mining Equipment at its facility, the Customer Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the Premises or otherwise so related to the Premises as to give rise to a similar interest to Operating Partner under applicable real estate law. Operating Partner shall not grant or otherwise facilitate any third party to obtain any lien, security interest, or other encumbrance to attach to any of the Customer Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Operating Partner shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Operating Partner, such as bankruptcy or other insolvency proceedings. Operating Partner shall promptly notify Customer if any such written claim or written notice related to the Customer Mining Equipment is received by Operating Partner.

13.

COMMUNICATIONS AND NOTICES.

13.1

All notices, requests, or other communications or documents to be given under this Agreement shall be in writing and addressed to the person(s), and at the addresses, set forth for each Party below:


Operating Partner:		Customer:
Griid Infrastructure LLC		Blockchain Capital Solutions (US), Inc.
2577 Duck Creek Road		251 Little Falls Drive, Wilmington,
Cincinnati, OH 45212		New Castle 19808, Delaware
Attn: James D. Kelly III		Email:[***]
Email: [***]

with a copy to:		with a copy to:

Troutman Pepper Hamilton Sanders LLP		Goodwin Procter LLP
875 Third Avenue		100 Northern Avenue
New York, NY 10022		Boston, MA 02210
Attn: Patrick B. Costello		Attention: Bruce Tribush
Email: patrick.costello@troutman.com		Email: btribush@goodwinlaw.com

13.2

Notices shall be deemed effective when sent by e-mail with confirmation of transmission by the transmitting equipment. Each Party may designate a different address or contact person by notice given in the manner provided in this section.

14.

DATA STORAGE AND PROTECTION.

14.1

Operating Partner has established and will maintain, and will comply with, a business continuity and disaster recovery plan that complies with commercially reasonable best practices of the cryptocurrency Mining industry, and which is reasonably designed to enable Operating Partner to perform its obligations under the Agreement in accordance with the terms hereof without any interruption

14.2

Operating Partner has implemented and will maintain an information security program using commercially reasonable practices in the industry that includes policies and procedures that are designed to (x) safeguard Operating Partner’s electronic systems and Customer’s Confidential Information, among other things, against unauthorized access or misuse, and (y) ensure that the Generated Digital Assets will not be subject to any loss, impairment, unauthorized use, or unauthorized access. In the event that Operating Partner becomes aware of a Data Security Incident (defined below), Operating Partner shall promptly notify Customer and such notice shall include the following information: (i) the timing and nature of the Data Security Incident, (ii) the information related to Customer that was compromised, including the names of any individual acting on Customer’s behalf in his or her corporate capacity whose personal information was compromised, (iii) when the Data Security Incident was discovered, and (iv) remedial actions that have been taken and that Operating Partner plans to take. “Data Security Incident” means any (a) unauthorized access or use of Customer’s information or

account, Generated Digital Assets, or Customer’s, Operating Partner’s, or its Contractor’s computers or other information technology systems, (b) incident whereby Customer’s information or Generated Digital Assets is otherwise lost, stolen or compromised, or (c) incident whereby Operating Partner breached its data security obligations, including, but not limited to, those set forth in this Section 14.2. Service Provider shall reimburse Customer to the extent of any loss of Generated Digital Assets suffered by Customer as a result of a Data Security Incident.

15.

REPRESENTATIONS AND WARRANTIES.

15.1

Each Party hereby represents, warrants and covenants to the other Party that: (a) it has full right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the execution of this Agreement and the performance of its obligations hereunder do not and will not constitute any material breach of any agreement to which it is a party; and (c) it will comply with all applicable laws that apply to its performance hereunder.

15.2

Each Party hereby represents, warrants and covenants that as between Operating Partner and Customer, Customer will be the beneficial owner of the Generated Digital Assets which are to be deposited into the Customer Wallet pursuant to Section 2.2 and there will be no third-party beneficiaries to this Agreement.

15.3

Operating Partner hereby represents, warrants, and covenants that:

(i) the Services, the Operating Partner Software, and the use thereof by Customer as contemplated under this Agreement, do not and will not infringe, violate, or misappropriate the Intellectual Property Rights of any person or entity anywhere in the world;

(ii) Operating Partner’s Premises is and shall remain for the Term in good operating condition for purposes of providing the Services;

(iii) Operating Partner will deposit the Generated Digital Assets into the Customer Wallet pursuant to Section 2.2 and segregate such Generated Digital Assets from both the (a) property of Operating Partner and its Affiliates, and (b) assets of any third party;

(iv) Operating Partner will perform its obligations under the Agreement in compliance with all laws, rules and regulations applicable to the provision of the Services; and

(v) Operating Partner possesses, and will maintain, all licenses, registrations, authorizations and approvals required by any governmental agency, regulatory authority or other party necessary for it to operate its business and engage in the business relating to its provision of the Services.

15.4

Customer hereby represents, warrants, and covenants that:

(i) Customer owns and/or has the beneficial right to use the Customer Mining Equipment;

(ii) Customer Mining Equipment is in good operating condition, fit for use, free of viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code when delivered to Operating Partner; and

(iii) Customer will perform its obligations under the Agreement in compliance with all applicable laws, rules and regulations.

16.

GENERAL PROVISIONS.

16.1

No Other Expenses. Other than the fees and expenses expressly provided for herein, each Party shall be solely responsible for its expenses and costs of performing under this Agreement.

16.2

Governing Laws; Venue. This Agreement will be construed in accordance with the laws of the State of Delaware as applied to contracts made and performed entirely therein, and without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties. All disputes, suits, actions or proceedings (“Action”) relating to this Agreement shall be brought solely in the state or federal courts located in Wilmington, Delaware. Each Party hereby consents to the exclusive jurisdiction and venue of the state or federal courts located in Wilmington, Delaware in connection with any such dispute, suit, action or proceeding, and waives any defense of forum inconveniens in connection therewith. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS AGREEMENT.

16.3

Meet and Confer. The Parties agree to confer regularly about the Services being rendered by Operating Partner and each Party agrees that it will raise any concerns regarding the execution of the obligations under this Agreement in a timely manner so that Parties can attempt in good faith to resolve them in a timely manner. Each Party agrees that, prior to bringing any Action against the other Party, the first Party shall offer to meet and confer with the other Party in a good faith attempt to resolve such potential Action without a court proceeding, provided, that nothing in this Section 16.3 shall bar or impair either Party’s respective rights to pursue all lawful rights and remedies subject to satisfying the requirements of this Section 16.3. To the maximum extent practical in light of the circumstances, at least thirty (30) days prior to initiating any Action, the presidents of the Parties shall meet, in person if possible, and discuss a resolution of the dispute.

16.4

Assignment. Operating Partner shall not assign, sublicense or otherwise transfer this Agreement, in whole or in part, to an unaffiliated third party without the prior written consent of Customer, which shall not be unreasonably withheld or delayed; provided, however, Operating Partner may assign the Agreement upon notice to, but without requiring the consent of, Customer (i) to an Affiliate with net worth and liquid assets no less than those of Operating Partner or (ii) to the successor in connection with a merger, consolidation or sale of all or substantially all of Operating Partner’s assets.

Customer shall not assign, sublicense or otherwise transfer this Agreement, in whole or in part, to an unaffiliated third party without the prior written consent of Operating Partner, which shall not be unreasonably withheld or delayed; provided, however, Customer may assign this Agreement upon notice to, but without requiring the consent of, Operating Partner (i) to an Affiliate, (ii) to the successor in connection with a merger, consolidation or sale of all or substantially all of the Customer Mining Equipment or (iii) to the secured party of a Collateral Assignment provided such secured party complies with the terms of this Agreement including Section 6.1.

16.5

Entire Agreement. This Agreement, including any updates, exhibits, or amendments, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding the same. This Agreement may only be modified by a written instrument properly executed by the Parties (and such written instrument shall explicitly say that it is an amendment hereto so that no informal amendment inadvertently occurs).

16.6

Confidentiality. The terms and conditions of this Agreement are the confidential information of each Party. The Services, the Costs and any other related materials or information provided by Operating Partner to Customer are Operating Partner’s confidential information, regardless of whether they are marked as confidential, proprietary or otherwise. The data provided by Customer to Operating Partner in the context of this Agreement (and any other materials or information provided by Customer to Operating Partner) are Customer’s confidential information, regardless of whether they are marked as confidential, proprietary or otherwise. During the Term and for five (5) years thereafter, the Parties shall (a) keep such confidential information strictly confidential in a manner that each Party protects its own confidential or proprietary information of a similar nature (and with no less than reasonable care); and (b) not disclose such confidential information to any third party other than each Party’s partners, vendors, assignees, purchasers and prospective purchasers, investors and prospective investors, lenders and prospective lenders, lessors and prospective lessors, and financial or legal consultants that have a need to know such information and have agreed in writing to keep such information confidential and not disclose such confidential information, consistent with the terms of this Agreement. Notwithstanding the foregoing, either Party may disclose confidential information as required by law regulatory authority or by order of a court of competent jurisdiction, provided that, in such event, (i) such Party will, to the extent practicable and legally permissible, provide the other Party with prompt notice of such obligation and permit the other Party an opportunity to take legal action to prevent or limit the scope of such disclosure; and (ii) such Party will furnish only that portion of the other Party’s confidential information which the Party is advised by counsel is legally required and the Parties will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such confidential information. Notwithstanding the foregoing, the confidentiality obligations set forth in this Section do not apply to information which: (a) was in a Party’s possession before

receipt from the other Party; (b) is or becomes a matter of public knowledge through no fault of a Party; (c) was rightfully disclosed to a Party by a third party without restriction on disclosure; or (d) is developed by a Party without use of the other Party’s confidential information as can be shown by documentary evidence.

16.7

Independent Contractors. Operating Partner and Customer are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party is an agent or representative of the other or is authorized to make any warranties or assume or create any other obligations on behalf of the other.

16.8

Intellectual Property. Nothing in this Agreement shall be deemed to grant to either Party any rights or licenses, by implication, estoppel or otherwise, to any of the other Party’s Intellectual Property Rights. Neither Party shall contest or challenge, or assist any third party in contesting or challenging, the validity or enforceability of any of the other Party’s Intellectual Property Rights. To the extent Customer utilizes any software or platform created by Operating Partner (“Operating Partner Software”) in furtherance of this Agreement, including the dashboard, Operating Partner grants to Customer a limited, worldwide, royalty-free, fully paid-up, nonexclusive, non-transferable (except as permitted pursuant to Section 17.4) limited license during the Term to install and use the Operating Partner Software in connection with using the Services.

16.9

Trademarks. Each Party is strictly prohibited from using any product or corporate name, designation, logo, trade name, trademark, service name or service mark associated with the other Party (collectively, “Brand Features”) in any marketing materials, offering circular, prospectus or otherwise, without the prior written consent of the first Party, which may be withheld by the first Party in its sole and absolute discretion.

16.10

No Exclusivity. This Agreement in no way establishes any exclusive arrangement between Customer and Operating Partner. Each Party acknowledges and agrees that the other Party is free to enter into agreements and other arrangements with any third parties, at any time, regarding any products or services.

16.11

Parties Are Sophisticated and Represented. No preference shall be given to one Party by virtue of the fact that such Party did not draft this Agreement. No bias shall be placed against the drafter. Each Party has been advised and offered the opportunity to seek legal counsel regarding this Agreement. To the extent it chooses not to or to limit such, it hereby waives any later complaint that it lacked proper counsel or understanding. No failure by any Party to insist upon the strict performance of this Agreement shall constitute waiver of any breach, covenant, duty, or term herein.

16.12

Counterparts / Execution. The Agreement may be executed in counterparts, which together shall constitute a single instrument, and may also be executed by electronic signature, and the Parties agree that facsimile, digitally scanned or other electronic copies of signatures shall be valid and binding as originals.

16.13

Taxes. The Costs and fees set forth herein do not include any foreign, federal, state or local sales, value added, use, withholding or other similar taxes, tariffs or duties, however designated, levied against the sale, licensing, delivery or use of the Services (“Taxes”). Each Party shall be responsible for its own Taxes. Customer shall not be liable for any Taxes based on Operating Partners’ net income and ad valorem, personal and real property taxes imposed on Operating Partner’s owned or leased property.

16.14

Force Majeure. Subject to the provisions of Section 16.15 and excluding any of the following events for which losses occasioned thereby are covered by any insurance required to be carried by Operating Partner or the Customer hereunder, notwithstanding any other provision of this Agreement, no Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligations of such Party (the “Impacted Party”) under this Agreement, when and to the extent such failure or delay is proximately caused by or results from the following events (“Force Majeure Event(s)”): (a) acts of God, (b) flood, fire, earthquake, or explosion affecting the Premises; (c) pandemic, epidemic, health emergencies, virus (e.g., SARS Cov 2) or disease (e.g., COVID) resulting in orders of governmental authorities directing suspension of operations at the Premises, or otherwise directly, materially and adversely restricting operations at the Premises; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest directly impacting the Premises; (e) regional strikes, labor stoppages or slowdowns not directed specifically at Operating Partner or any Affiliate thereof, or any contractors, suppliers or vendors engaged by Operating Partner or any Affiliate thereof; or (f) unanticipated power curtailment by the power provider not permitted by Operating Partner’s agreement with the power provider not attributable to any act or omission of Operating Partner or any Affiliate thereof. Notwithstanding the foregoing to the contrary, (i) nothing in this Section shall permit or allow the late payment or non-payment of any amounts payable hereunder or toll the time for paying such amounts to Operating Partner or to Customer, as applicable, and (ii) the Impacted Party must exercise commercially diligent effort so to overcome or minimize the impact of any Force Majeure Event(s). As a condition to asserting that any Force Majeure Event(s) has impacted performance, the Impacted Party must provide prompt written notice to the other Party setting forth in reasonable detail the alleged Force Majeure Event(s), the impact(s) thereof, and the steps being taken by the Impacted Party to overcome or mitigate such impact(s). If any Force Majeure Event(s) impair or suspend full operation of Customer Mining Equipment for more than thirty (30) days in the aggregate, then the Term of this Agreement shall be extended automatically for a period of time equal to the aggregate period of time that full operation of Customer Mining Equipment was impaired or suspended by Force Majeure Event(s).

16.15

Interruption of Operations. In the event that at any time during the Term (a) there shall be any laws or changes in laws that render cryptocurrency Mining, the operation of the Customer Mining Equipment or the provision of the Services illegal or impractical at the Premises or in the State in which the Premises is located or (b) a Casualty or Interruption occurs, then Operating Partner shall, at its own cost and expense and within sixty (60) days after Operating Partner has knowledge of such law or change in law or within sixty (60) days after such Casualty or Interruption relocate any such Customer Mining

Equipment to a new location as determined by Operating Partner which is owned and/or operated by Operating Partner or an Affiliate of Operating Partner and recommence the provision of the Services and the operation of the Customer Mining Equipment in compliance with applicable law and otherwise as required by, and on the terms and conditions in, this Agreement (provided that during such sixty (60) day period Operating Partner shall not be subject to any Performance Standards Fee under Section 1.2), unless Customer elects to terminate this Agreement upon written notice to Operating Partner. The electricity costs and all other costs payable by Customer in connection with the Services or use of the new location shall not exceed the electricity costs and other costs payable by Customer with respect to the Services and use of the Premises (with appropriate adjustments, as necessary, based on number of miners that have been relocated). As used herein, “Casualty or Interruption” shall refer to (x) any failure or inability to fully operate the Customer Mining Equipment as a result of any Force Majeure Event that interrupts the ability to operate the Customer Mining Equipment for a period of forty-five (45) days or more, (y) a termination of, or loss of Customer’s rights under, this Agreement as a result of any default, termination or foreclosure of any lease, mortgage or similar instrument affecting the Premises or (z) any sale of the Premises that has the effect of terminating this Agreement or terminating or reducing Customer’s rights to receive the Services at the Premises (a “Sale”). Notwithstanding any provision of this Agreement to the contrary, in the event of any relocation of the Customer Mining Equipment in accordance with this Agreement that is not a temporary relocation, the Parties shall enter into a new agreement (or an amendment to this Agreement) respecting the new location for balance of the Term of this Agreement and otherwise on all of the terms, provisions and conditions contained herein.

16.16

Obligations Secured. The Operating Partner’s obligations under this Agreement shall be secured pursuant to the Amended and Restated Security Agreement (the “Security Agreement”) dated as of November 29, 2021, among the Operating Partner, the other grantors party thereto, and Blockchain Access UK Limited, together with its successors and assigns, as administrative agent, as such Security Agreement may be amended, amended and restated, restated, supplemented, or modified from time to time.

16.17

Survival. The provisions contained in Sections 8, 10, 13, and 16, and Exhibits A, B and C shall survive the termination or expiration of this Agreement.

16.18

No Waiver. This Agreement does not, and will not be construed to, affect or limit in any way the terms and provisions of, or waive any right or remedy contained in the Credit Agreement, the Security Agreement or any other agreement by and between Operating Partner or its affiliates and Customer or its affiliates, or the rights and remedies of Customer or its affiliates thereunder and nothing in this Agreement (including, without limitation, any exercise or failure to exercise any right or remedy or any performance or failure to perform any obligations hereunder) is or shall be construed as in any way affecting the rights and obligations of the Operating Partner or its affiliates and Customer or its affiliates under the Credit Agreement, Security Agreement, other agreements, applicable law, or otherwise.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized officers as of the Effective Date.


GRIID INFRASTRUCTURE LLC		BLOCKCHAIN CAPITAL SOLUTIONS (US), INC.

By:	/s/ James D. Kelly III	By:	/s/ Nicolas Cary
Name:	James D. Kelly III	Name:	Nicolas Cary
Title:	Chief Executive Officer	Title:	Director

The undersigned, as a lender under the Credit Agreement and an affiliate of Customer, acknowledges and agrees to the rights of Operating Partner pursuant to Section 3.3 of this Agreement to set off and apply the amounts referred to therein against any outstanding loan obligations under the Credit Agreement:


BLOCKCHAIN ACCESS UK LIMITED

By:		/s/ Nicolas Cary
Name:		Nicolas Cary
Title:		Director

[Signature Page to Mining Services Agreement]

Exhibit A - Definitions

“Affiliate” means, with respect to any Party, a person or entity that controls, is controlled by, or is under common control with such Party. “Control” means (a) the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, partnership or member interests, by contract or otherwise; or (b) the beneficial ownership (either alone, or through or together with any other subsidiary), directly or indirectly, of an interest of 10% or more in such entity.

2.	“Costs” means the Customer Electricity Charge and the Customer Operating Expenses Charge payable hereunder.

3.	“Credit Agreement” means the Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022, by and among Operating Partner, Blockchain Access UK Ltd. and the other parties thereto, as may be amended from time to time.

4.	“Customer Wallet” means a digital wallet for storing Digital Assets at an address provided to Operating Partner by Customer in writing (email sufficient).

“Customer Mining Equipment” means the servers and power supplies provided by Customer to perform the Mining operations set forth in Exhibit B, which may be updated from time to time in accordance with Section 1.1.1. Each specific device within the Customer Mining Equipment is referred to as a “miner” herein.

6.	“Digital Asset” or “Digital Assets” means any denomination of cryptocurrencies, virtual currencies or other digital assets.

“Downtime” means, for each calendar month, time that installed, non-defective Customer Mining Equipment is not available to Mine in accordance with this Agreement, excluding periods of time in which the Customer Mining Equipment that has been delivered to Operating Partner (i) is not available resulting from or relating to Scheduled Maintenance or Emergency Maintenance, or (ii) power curtailment set forth by the power provider.

“Emergency Maintenance” means critical maintenance of the Customer Mining Equipment or Operating Partner’s facilities that cannot wait for Scheduled Maintenance and would result in permanent damage to the Customer Mining Equipment if not addressed expeditiously, provided that such critical maintenance is not required as a result of Operating Partner’s acts or omissions.

“Expected Monthly Hashrate” means the product of, for any given month, (i) the number of Functional Miners (subject to the following sentence) and (ii) the Rated Hashrate of such Functional Miners (subject to the following sentence). For any miner that is not a Functional Miner, the portion of the Expected Monthly Hashrate that would otherwise apply to such miner shall be equitably reduced based on the difference between its Rated Hashrate and the actual hashrate that such defective miner would achieve if operated properly.

10.	“Functional Miners” means a miner of Customer that does not have any defects that prevent such miner from realizing its Rated Hashrate.

11.	“Generated Digital Assets” means, for any Payout Period, the Digital Assets provided as a reward for Mining by the Customer Mining Equipment.

12.

“Intellectual Property Rights” means all forms of intellectual property rights and protections held by such Party and may include without limitation all right, title and interest arising under U.S. common and statutory law, and under the laws of other countries, in and to all (a) patents and all filed, pending or potential applications for patents, including any reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (b) trade secret rights and equivalent rights; (c) copyrights, other literary property or authors rights, whether or not protected by copyright or as a mask work; and (d) proprietary indicia, trademarks, trade names, symbols, domain names, URLs, logos and/or brand names.

13.	“Mine” or “Mining” means the process in which transactions for various forms of Digital Assets are verified and added to a blockchain digital ledger.

14.	“Operating Partner Wallet” means a digital wallet for storing Digital Assets at an address designated by Operating Partner.

15.	“Premises” means, initially, the facility located at [***], as such location may be changed from time to time (i) in the reasonable discretion of Operating Partner, subject to Customer’s consent which shall not be unreasonably withheld or (ii) as required by this Agreement.

16.	“Rated Hashrate” means the rated hashrate of a Customer miner as set forth in Exhibit B.

17.

“Scheduled Maintenance” means the periods when Operating Partner has scheduled the Customer Mining Equipment to be unavailable to Mine in accordance with this Agreement for purposes of preventive and/or corrective maintenance of the Customer Mining Equipment or Operating Partner’s facility, provided that (i) Customer is advised of such periods at least twenty-four (24) hours in advance, (ii) any such individual period may not be longer than five (5) hours in length, and (iii) such periods may not total more than ten (10) hours in any calendar month in aggregate.

18.

“Uptime” means, for each calendar month, the availability of the delivered Customer Mining Equipment for Mining in accordance with this Agreement as a percentage equal to (a) the difference between the total number of minutes of Downtime in such month and the total number of minutes in such month, divided by (b) the total number of minutes in such calendar month.

Exhibit B – Customer Mining Equipment

Product Type


Type		Details
Product Name		HASH Super Computing Server, S19j Pro

Rated hashrate / unit		~100TH/s

Rated power / unit		~3000W

J/T@25°C environment temperature		~30.0

The estimated delivery schedule, reference quantity and total rated hashrate are as follows:


Batch	Shipping Schedule	Reference Quantity	Total Rated Hashrate (T)
1	March 2022	[***]
2	April 2022	[***]	[***]
3	May 2022	[***]	[***]
4	June 2022	[***]	[***]
5	July 2002	[***]	[***]
6	August 2002	[***]

As at the Effective Date, 6,555 units of Customer Mining Equipment with a total rated hashrate of 657,000 are in the possession of Operating Partner at the Premises.

Exhibit C – Customer Operating Expenses Charge

Customer Operating Expenses Charge shall be the following costs and expenses to the extent reasonable and incurred by Operating Partner in providing the Services or repairing or maintaining the Customer Mining Equipment or the Premises specifically dedicated to the Customer Mining Equipment:

Salaries and/or benefits attributable to Operating Partner personnel engaged in providing the Services at the Premises (but if any such personnel perform other work, only an appropriate share of such salaries and/or benefits shall be allocated to Customer Operating Expenses Charge)

Replacement parts for network infrastructure including, without limitation, (i) power distribution units, (ii) breakers, (iii) fuses, (iv) power cords, and (v) other various network infrastructure

Costs of on-site security personnel for the Premises

Portion of the lease payments for the Premises (and Premises maintenance) based upon the pro rata consumption of power by the Customer Mining Equipment.

Customary contractor expenses and equipment rental related to providing Services or repairs or maintenance to Customer Mining Equipment

Customer Mining Equipment installation not covered by the foregoing costs

Any costs or expenses of the foregoing that are provided jointly to Customer and anyone other than Customer shall be allocated fairly between all beneficiary(ies) thereof. Any such costs or expenses provided to portions of the Premises that are used for Operating Partner’s Miners or the Miners of any third party shall not be allocated to Customer.

Notwithstanding anything to the contrary set forth in this Exhibit C or the Agreement, Customer Miner Allocated Operating Expenses shall not include the following:

Real estate taxes and assessments; interest, principal, points and fees on debts or amortization on any mortgage or other debt instrument encumbering the Premises; costs which may be considered capital improvements, capital repairs, capital changes or any other capital costs as determined under generally accepted accounting principles; costs incurred by Operating Partner to the extent that Operating Partner is reimbursed by insurance proceeds or is otherwise reimbursed; depreciation, amortization and interest payments on equipment, materials, tools, supplies and vendor-type equipment purchased by Operating Partner; advertising and promotional expenditures, and costs of acquisition and maintenance of signs in or on the Premises; marketing costs, attorneys’ fees, space planning costs, and other costs and expenses incurred in connection with negotiations or transactions with present or prospective users or other occupants of the Premises; costs, including permit, license and inspection costs, incurred with respect to the installation of improvements or incurred in constructing, renovating or otherwise improving, decorating, painting or redecorating the Premises; expenses in connection with services or other benefits which are not offered to Customer or for which Customer is

charged for directly; costs incurred by Operating Partner due to the violation by Operating Partner of the terms and conditions of any agreement relating to the Premises; management fees paid or charged by Operating Partner in connection with the management of the Premises; salaries and other benefits paid to the employees of Operating Partner not directly involved in the operation of the Premises or provision of the Services; rent for any office or other space occupied by Operating Partner personnel; amounts paid to Operating Partner or to subsidiaries or affiliates of Operating Partner for goods and/or services in the Premises to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; Operating Partner’s general corporate overhead and general and administrative expenses; services provided, taxes, attributable to, and costs incurred in connection with the operation of any parking or garage operations for the Premises; costs incurred in connection with upgrading the Premises to comply with laws, rules, regulations and codes; costs arising from the negligence or willful misconduct of Operating Partner or its agents, employees, licensees, vendors, contractors or providers of materials or services; costs arising from latent defects or repair thereof; costs associated with the operation of the business of the entity which constitutes Operating Partner, including accounting and legal matters, costs incurred in connection with any disputes between Operating Partner and its employees or between Operating Partner and its landlord; and any other costs or expenses which would not normally be treated as Customer Miner Allocated Operating Expenses.

Exhibit D - Approved Rate Card

LENOIR CITY UTILITIES BOARD

LARGE MANUFACTURING SERVICE RATE SCHEDULES

(October 2018)

Availability

These rates shall apply to the firm electric power requirements where (a) a customer’s currently effective onpeak or offpeak contract demand, whichever is higher, is greater than 5,000 kW, and (b) the major use of electricity is for activities conducted at the delivery point serving that customer which are classified with a 2-digit Standard Industrial Classification Code between 20 and 39, inclusive, or classified with 2002 North American Industry Classification System (NAICS) code 5181, or 2007 NAICS codes 5182, 522320, or 541214.

Prior to initially taking any service under any of these schedules, and from time to time thereafter as may be required by Distributor or the Tennessee Valley Authority (TVA), a customer shall certify to both Distributor and TVA that it meets the requirements set forth in condition (b) above. The certification form to be used shall be (i) furnished or approved by TVA, (ii) provided by Distributor to the customer, and (iii) signed and promptly returned by the customer to Distributor. Further, such customer shall promptly certify any change in the status of any of the information contained in the certification form to Distributor.

Service during any period for which a customer does not meet the eligibility requirements set forth in condition (b) above will be made available by Distributor under, and billed in accordance with, the applicable General Power schedule.

Unless otherwise provided for in a written agreement between TVA and the distributor providing service under these rate schedules, for customers served under these rate schedules, the customer’s “meter-reading time” shall be 0000 hours CST or CDT, whichever is currently effective, on the first day of the calendar month following the month for which a bill under these rate schedules is being calculated. Further, in accordance with TVA-furnished or TVA-approved guidelines or specifications, TVA shall have unrestricted remote access to the metering data at all times, as well as unrestricted physical access to the metering facilities for the purpose of confirming remotely-accessed data during such periods as are specified by TVA.

For a customer requesting that its onpeak contract demand be different from its offpeak contract demand, these rate schedules shall be available only for (1) a new contract, (2) a replacement or renewal contract following expiration of the existing contract, or (3) a replacement or renewal contract or an amended existing contract in which the customer is increasing its demand requirements above the existing contract demand level, but under this item (3) neither the new onpeak nor the new offpeak contract demand shall be lower than the customer’s existing contract demand

The Manufacturing Service Rate—Schedule MSB rate schedule shall apply to customers with an onpeak or offpeak contract demand, whichever is higher, greater than 5,000 kW, but not more than 15,000 kW; The Manufacturing Service Rate—Schedule MSC rate schedule shall apply to customers with an onpeak or offpeak contract demand, whichever is higher, greater than 15,000 kW, but not more than 25,000 kW; and the Manufacturing Service Rate—Schedule MSD rate schedule shall apply to customers with an onpeak or offpeak contract demand, whichever is higher, greater than 25,000 kW.

Character of Service

Alternating current, single- or three-phase, 60 hertz. Power shall be delivered at a transmission voltage of 161 kV or, if such transmission voltage is not available, at the highest voltage available in the vicinity, unless at the customer’s request a lower standard voltage is agreed upon.

Base Charges

The base charges for Schedule MSB, Schedule MSC, and Schedule MSD are set forth under the Base Charges Attachment to this Large Manufacturing Service Rate Schedules document. Any references to the Base Charges section of Schedule MSB, Schedule MSC, and Schedule MSD will be deemed to include the Base Charges Attachment.

Adjustment

The base demand and energy charges shall be increased or decreased in accordance with the current Adjustment Addendum published by TVA.

Facilities Rental Charge

There shall be no facilities rental charge under these rate schedules for delivery at bulk transmission voltage levels of 161 kV or higher. For delivery at less than 161 kV, there shall be added to the customer’s bill a facilities rental charge. This charge shall be 36¢ per kW per month except for delivery at voltages below 46 kV, in which case the charge shall be 93¢ per kW per month for the first 10,000 kW and 73¢ per kW per month for the excess over 10,000 kW. Such charge shall be applied to the higher of (1) the highest billing demand established during the latest 12-consecutive-month period or (2) the customer’s currently effective onpeak or offpeak contract demand, whichever is higher, and shall be in addition to all other charges under these rate schedules, including minimum bill charges.

Reactive Demand Charges

If the reactive demand (in kVAR) is lagging during the 30-consecutive-minute period beginning or ending on a clock hour of the month in which the customer’s highest metered demand occurs, there shall be added to the customer’s bill a reactive charge of $1.46 per kVAR of the amount, if any, by which the reactive demand exceeds 33 percent of such metered

demand. If the reactive demand (in kVAR) is leading during the 30-consecutive-minute period beginning or ending on a clock hour of the month in which the customer’s lowest metered demand (excluding any metered demands which are less than 25 percent of the highest metered demand) occurs, there shall be added to the customer’s bill a reactive charge of $1.14 per kVAR of the amount of reactive demand. Such charges shall be in addition to all other charges under these rate schedules, including minimum bill charges.

Determination of Seasonal Periods

Summer Period shall mean the June, July, August, and September billing months. Winter Period shall mean the December, January, February, and March billing months. Transition Period shall mean the April, May, October, and November billing months.

Determination of Onpeak and Offpeak Hours

Except for Saturdays, Sundays, November 1, and the weekdays that are observed as Federal holidays for New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day, Onpeak hours for each day shall for purposes of these rate schedules be from 1 p.m. to 7 p.m. during the months of April, May, June, July, August, September and October and from 4 a.m. to 10 a.m. during the months of January, February, March, November, and December. For all other hours of each day and all hours of such excepted days shall be offpeak hours. Such times shall be Central Standard Time or Central Daylight Time, whichever is then in effect. Said onpeak and offpeak hours are subject to change by TVA. In the event TVA determines that such changed onpeak and offpeak hours are appropriate, it shall so notify Distributor at least 12 months prior to the effective date of such changed hours.

Determination of Onpeak and Offpeak Demands,

Maximum Metered Demand, and Energy Amounts

The onpeak and offpeak kWh for any month shall be the energy amounts taken during the respective hours of the month designated under these rate schedules as onpeak and offpeak hours; provided, however, that notwithstanding the metered energy amount, the offpeak energy for any month shall in no case be less than the product of (1) the offpeak billing demand as calculated in the last paragraph below and (2) 110 hours (reflecting a 15 percent load factor applied to the average number of hours in a month).

Distributor shall meter the onpeak and offpeak demands in kW of all customers taking service under these rate schedules. The onpeak metered demand and offpeak metered demand for any month shall be determined separately for the respective hours of the month designated under these rate schedules as onpeak and offpeak hours and, in each case, shall be the highest average during any 30-consecutive-minute period beginning or ending on a clock hour.

Except as provided below, (1) the onpeak billing demand shall be the highest onpeak metered demand in the month, (2) the offpeak billing demand shall be the highest offpeak metered demand in the month, and (3) the maximum billing demand shall be the higher of the onpeak billing demand or offpeak billing demand in the month.

The onpeak billing demand shall in no case be less than the sum of (1) 30 percent of the first 5,000 kW, (2) 40 percent of the next 20,000 kW, (3) 50 percent of the next 25,000 kW, (4) 60 percent of the next 50,000 kW, (5) 70 percent of the next 100,000 kW, (6) 80 percent of the next 150,000 kW, and (7) 85 percent of all kW in excess of 350,000 kW of the higher of the currently effective onpeak contract demand or the highest onpeak billing demand established during the preceding 12 months.

The offpeak billing demand shall in no case be less than the sum of (1) 30 percent of the first 5,000 kW, (2) 40 percent of the next 20,000 kW, (3) 50 percent of the next 25,000 kW, (4) 60 percent of the next 50,000 kW, (5) 70 percent of the next 100,000 kW, (6) 80 percent of the next 150,000 kW, and (7) 85 percent of all kW in excess of 350,000 kW of the higher of the currently effective offpeak contract demand or the highest offpeak billing demand established during the preceding 12 months.

Minimum Bill

The monthly bill under these rate schedules, excluding any facilities rental charges and any reactive charges, shall not be less than the sum of (1) the base customer charge and administrative charge, (2) the portion of the base demand charge, as adjusted, applicable to onpeak billing demand applied to the customer’s onpeak billing demand, (3) the portion of the base demand charge, as adjusted, applicable to maximum billing demand applied to the to the customer’s maximum billing demand, (4) the base onpeak energy charge, as adjusted, applied to the customer’s onpeak energy takings, and (5) the base offpeak energy charge, as adjusted, applied to the higher of customer’s actual offpeak energy takings or the minimum offpeak energy takings amount provided for in the first paragraph of the section of these rate schedules entitled “Determination of Onpeak and Offpeak Demands, Maximum Metered Demand, and Energy Amounts.” Notwithstanding the foregoing, amounts calculated under any fuel cost adjustment that is included in the Adjustment Addendum shall not be applied to any billed offpeak energy that exceeds the metered offpeak energy.

Excess demand charges are excluded from this calculation.

Distributor may require minimum bills higher than those stated above, including, without limitation, charges to cover any additional metering and related costs.

Contract Requirement

Distributor shall require contracts for all service provided under these rate schedules. The contract for Schedule MSB and Schedule MSC customers shall be for an initial term of at least 5 years and any renewals or extensions of the initial contract shall be for a term of at least 1 year; after 10 years of service, any such contract for the renewal or extension of service may provide for termination upon not less than 4 months’ notice. The contract for Schedule MSD customers shall be for an initial term of at least 5 years and any renewals or extensions of the

initial contract shall be for a term of at least 5 years; after 10 years of service, any such contract for the renewal or extension of service may provide for termination upon not less than 16 months’ notice. The customer shall contract for its maximum requirements, which shall not exceed the amount of power capable of being used by customer, and Distributor shall not be obligated to supply power in greater amount at any time than the customer’s currently effective onpeak or offpeak contract demand. If the customer uses any power other than that supplied by Distributor under these rate schedules, the contract may include other special provisions. The rate schedule in any power contract shall be subject to adjustment, modification, change, or replacement from time to time as provided under the power contract between Distributor and TVA.

Payment

Bills under these rate schedules will be rendered monthly. Any amount of the bill that is unpaid after the due date specified on bill may be subject to additional charges under Distributor’s standard policy.

Single-Point Delivery

The charges under these rate schedules are based upon the supply of service through a single delivery and metering point, and at a single voltage. If service is supplied to the same customer through more than one point of delivery or at different voltages, the supply of service at each delivery and metering point and at each different voltage shall be separately metered and billed.

Service is subject to Rules and Regulations of Distributor.


	Schedule MSB	Schedule MSC	Schedule MSD
Customer Charge	$[***]	$[***]	$[***]	per delivery point per month

Administrative Charge	$[***]	$[***]	$[***]	per delivery point per month

Demand Charges:


		Schedule MSB ($/kW)	Schedule MSC ($/kW)	Schedule MSD ($/kW)
Summer Period	Onpeak Demand	[***]	[***]	[***]	per month of onpeak billing demand
	Maximum Demand	[***]	[***]	[***]	per month of maximum billing demand
	Excess Demand	[***]	[***]	[***]	per month of the amount, if any, by which (1) the customer’s onpeak billing demand exceeds its onpeak contract demand or (2) the customer’s offpeak billing demand exceeds its offpeak contract demand, whichever is higher.
Winter Period	Onpeak Demand	[***]	[***]	[***]	per month of onpeak billing demand
	Maximum Demand	[***]	[***]	[***]	per month of maximum billing demand
	Excess Demand	[***]	[***]	[***]	per month of the amount, if any, by which (1) the customer’s onpeak billing demand exceeds its onpeak contract demand or (2) the customer’s offpeak billing demand exceeds its offpeak contract demand, whichever is higher.
Transition Period	Onpeak Demand	[***]	[***]	[***]	per month of onpeak billing demand
	Maximum Demand	[***]	[***]	[***]	per month of maximum billing demand
	Excess Demand	[***]	[***]	[***]	per month of the amount, if any, by which (1) the customer’s onpeak billing demand exceeds its onpeak contract demand or (2) the customer’s offpeak billing demand exceeds its offpeak contract demand, whichever is higher.

Energy Charges:


		Schedule MSB (¢/kWh)	Schedule MSC (¢/kWh)	Schedule MSD (¢/kWh)
Summer Period	Onpeak hours	[***]	[***]	[***]	per month for all metered onpeak kWh
	Offpeak hours Block 1	[***]	[***]	[***]	per month for the first 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy
	Offpeak hours Block 2	[***]	[***]	[***]	per month for the next 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy
	Offpeak Hours Block 3	[***]	[***]	[***]	per month for the hours use of metered onpeak demand in excess of 400 hours multiplied by the ratio of offpeak energy to total energy
	Minimum offpeak energy	[***]	[***]	[***]	per month shall be applied to the portion, if any, of the minimum offpeak energy takings amount that is greater than the metered energy.
Winter Period	Onpeak hours	[***]	[***]	[***]	per month for all metered onpeak kWh
	Offpeak hours Block 1	[***]	[***]	[***]	per month for the first 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy
	Offpeak hours Block 2	[***]	[***]	[***]	per month for the next 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy
	Offpeak Hours Block 3	[***]	[***]	[***]	per month for the hours use of metered onpeak demand in excess of 400 hours multiplied by the ratio of offpeak energy to total energy
	Minimum offpeak energy	[***]	[***]	[***]	per month shall be applied to the portion, if any, of the minimum offpeak energy takings amount that is greater than the metered energy.
Transition Period	Onpeak hours	[***]	[***]	[***]	per month for all metered onpeak kWh
Transition Period	Offpeak hours Block 1	[***]	[***]	[***]	per month for the first 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy


Offpeak hours Block 2	[***]	[***]	[***]	per month for the next 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy

Offpeak Hours Block 3	[***]	[***]	[***]	per month for the hours use of metered onpeak demand in excess of 400 hours multiplied by the ratio of offpeak energy to total energy

Minimum offpeak energy	[***]	[***]	[***]	per month shall be applied to the portion, if any, of the minimum offpeak energy takings amount that is greater than the metered energy.

Exhibit 10.22

GRIID INFRASTRUCTURE EQUITY PLAN LLC

PROFITS INTEREST PLAN

1. Purpose. This Griid Infrastructure Equity Plan LLC Profits Interest Plan (this “Plan”) is intended to further the growth and success of Griid Infrastructure LLC, a Delaware limited liability company (“Griid”), and its Subsidiaries by enabling Service Providers to acquire equity interests in Griid Infrastructure Equity Plan LLC, a Delaware limited liability company (the “Company”), thereby increasing their personal stake in growth and success of the Company Group Members (as defined herein), providing a means of rewarding outstanding service by such Service Providers and aiding retention.

2. Definitions.

“Administrator” mean Griid as the current managing member of the Company or a committee or individual as designated by such managing member.

“Award” means an award of Incentive Units granted pursuant to Section 5 of this Plan.

“Award Agreement” means an agreement by and between the Company and a Participant evidencing the terms of an Award and entered into pursuant to the terms of this Plan, substantially in the form of Exhibit A to this Plan.

“Cause” with respect to any particular Service Provider, has the meaning set forth in any effective Award Agreement, employment agreement or other written contract of engagement entered into between a Company Group Member and such Service Provider, or if none, then “Cause” means any of the following:

(a) the Service Provider’s willful and material failure to perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness); provided that the Company has provided the Service Provider with written notice of the failure to perform and the Service Provider has failed to cure such failure to perform within thirty (30) days after receipt of such written notice;

(b) the Service Provider’s willful failure to comply with any valid and legal directive of a Company Group Member; provided that the Company has provided the Service Provider with written notice of the failure to perform and the Service Provider has failed to cure such failure to perform within thirty (30) days after receipt of such written notice;

(c) the Service Provider’s commission of (i) any felony (under the laws of the United States, any relevant state or sovereign territory, or the equivalent of a felony in any international jurisdiction in which a Company Group Member does business) or (ii) any crime involving dishonesty or moral turpitude;

(d) the Service Provider’s engagement in any willful misconduct (including any violation of federal securities laws), insubordination, gross negligence, fraud or misrepresentation, act of dishonesty, violence or threat of violence; any act of theft, conversion, embezzlement or misappropriation of funds of a Company Group Member;

(e) the Service Provider’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(f) the Service Provider’s breach of any material obligation under his or her Award Agreement, employment agreement or any other written agreement between the Service Provider and the Company Group Member that employs such Service Provider; provided that the Company has provided the Service Provider with written notice of such breach and the Service Provider has failed to cure such breach within thirty (30) days after receipt of such written notice;

(g) any material failure by the Service Provider to comply with written policies or rules of a Company Group Member, as they may be in effect from time to time during the Service Provider’s term of service with a Company Group Member, provided that the Company has provided the Service Provider with written notice of such failure to comply and the Service Provider has failed to cure such failure to comply within thirty (30) days after receipt of such written notice provided however that if such failure to comply causes material, reputational or financial harm to a Company Group Member then such failure to comply shall be deemed not capable of being cured.

“Change in Control” shall mean the occurrence of any of the following after the Effective Date:

(a) a Person (or more than one Person acting as a group) acquires ownership of the equity interests of Griid that, together with the equity interests held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the equity interests of Griid; provided that, a Change in Control shall not occur if any Person (or more than one Person acting as a group) owns more than 50% of the total fair market value or total voting power of Griid’s equity interests and acquires additional equity interests, and provided further that an Up- SPAC Transaction shall not constitute a Change in Control; or

(b) the sale of all or substantially all of the Griid’s assets.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

“Company” has the meaning set forth in the preamble.

“Company Group Member” means each of the Company, Griid or any, direct or indirect, Subsidiary of Griid.

“Disability” with respect to any Service Provider, has the meaning set forth in any effective Award Agreement, employment agreement or other written contract of engagement entered into between a Company Group Member and such Service Provider, or if none, then “Disability” shall mean the Service Provider’s inability, due to physical or mental incapacity, to substantially perform his or her duties and responsibilities to the Company Group Member that employs such Service Provider for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.

“Double-Trigger Change in Control” has the meaning set forth in Section 7 hereof.

“Effective Date” means the date as of which this Plan is adopted by the Administrator.

“Fair Market Value” means, as of any date of determination, the amount that would be received in respect of an Incentive Unit if all or substantially all of Griid’s assets were sold at fair market, as determined in good faith by the Administrator, based on such factors as the Administrator considers relevant, and the proceeds distributed in complete liquidation thereof.

“Fully Diluted Basis” means, as of any date of determination, (a) with respect to all the units of a Person, all issued and outstanding units of such Person and all units issuable upon the exercise of any outstanding Unit Equivalents as of such date, whether or not such Unit Equivalent is at the time exercisable, or (b) with respect to any specified type, class or series of units, all issued and outstanding units designated as such type, class or series and all such designated Units issuable upon the exercise of any outstanding Unit Equivalents as of such date, whether or not such Unit Equivalent is at the time exercisable.

“Grant Date” means, with respect to any Award, the date on which such Award is granted pursuant to this Plan.

“Incentive Unit” means an Incentive Unit of the Company having the privileges, preference, duties, liabilities, obligations and rights specified in the LLC Agreement.

“LLC Agreement” means the Limited Liability Company Agreement of the Company, dated as of April 14, 2021, as it may be amended, modified, superseded or replaced from time to time.

“Membership Interest” has the meaning set forth in the LLC Agreement.

“Participant” means any Service Provider designated by the Administrator to participate in this Plan.

“Permitted Transfer” means a Transfer of Units carried out pursuant to and in accordance with the LLC Agreement, and “Permitted Transferee” means a recipient of a Permitted Transfer.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, unincorporated organization, trust, association or other entity.

“Plan” has the meaning set forth in the preamble.

“Profits Interest Threshold Amount” means an amount specified by the Administrator with respect to each Incentive Unit and set forth in the applicable Award Agreement in accordance with the LLC Agreement. The Profits Interest Threshold Amount applicable to any Incentive Unit issued hereunder shall be no less than the amount determined by the Administrator to be necessary to cause such Incentive Unit to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43.

“Qualified Public Offering” means the sale, in a firm commitment underwritten public offering led by a nationally recognized underwriting firm pursuant to an effective registration statement under the Securities Act, of units (or common stock of Griid) having an aggregate offering value (net of underwriters’ discounts and selling commissions) of at least $100 million, following which at least 20% of the total units (or common stock of Griid) on a Fully Diluted Basis shall have been sold to the public and shall be listed on any national securities exchange or quoted on the NASDAQ Stock Market System. For the avoidance of doubt, a SPAC Transaction involving Griid, other than an Up-SPAC Transaction, shall be deemed a Qualified Public Offering.

“Restricted Incentive Unit” has the meaning set forth in Section 5.2(a) hereof.

“Service Provider” means an officer, employee, consultant or other service provider of a Company Group Member.

“SPAC” means a blank-check company organized for the purposes of effectuating a SPAC Transaction and which has completed an initial public offering.

“SPAC Transaction” means a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination between a SPAC and Griid.

“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

“Termination of Service” means the termination of a Participant’s service with a Company Group Member for any reason, whether voluntary or involuntary.

“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Units owned by a Person or any interest (including a beneficial interest) in any Units or Unit Equivalents owned by a Person. “Transfer” when used as a noun shall have a correlative meaning. “Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively.

“Unit” means a unit representing a fractional part of the Membership Interests of the Members and shall include all types and classes of Units.

“Unit Equivalents” means any security or obligation that is by its terms, directly or indirectly, convertible into, exchangeable, or exercisable for Units, and any option, warrant, or other right to subscribe for, purchase, or acquire Units.

“Unrestricted Incentive Unit” has the meaning set forth in Section 5.2(a) hereof.

“Up-SPAC Transaction” means a SPAC Transaction structured in a manner commonly referred to as an “Up-C” transaction such that following the transaction (i) Griid survives, (ii) the SPAC owns at least a majority of the voting control of Griid but less than a majority of the economic value of Griid, and (iii) the equity owners of Griid immediately prior to the transaction own at least of the majority economic value of Griid, less than a majority of the voting control of Griid and at least a majority of the voting control of the SPAC.

3. Administration.

3.1 Administrator. This Plan shall be administered by the Administrator.

3.2 Procedures. The Administrator shall adopt such rules and regulations as it deems appropriate regarding the holding of meetings and the administration of this Plan.

3.3 Awards. The Administrator shall have the authority to determine all matters and issues relating to the granting of Awards under this Plan, including, without limitation:

(a) the Service Providers who shall be granted Awards;

(b) the time or times when Awards shall be granted;

(d) whether an Award Agreement must be executed by a Participant’s spouse;

(e) the terms and conditions of any Award, including the Profits Interest Threshold Amount, any vesting conditions (which may include performance-based goals), restrictions or limitations and any vesting acceleration (whether upon a Change in Control or otherwise) or forfeiture waiver regarding any Award and the Incentive Units relating thereto, based on such factors as the Administrator shall determine; and

(f) subject to Section 6 hereof or any similar provision in any Award Agreement, whether to modify, amend or adjust the terms and conditions of any Award.

3.4 Profits Interest Determinations. The Administrator may take all actions necessary or appropriate to cause the Incentive Units granted hereunder to be treated as “profits interests” for all United States federal income tax purposes.

3.5 Interpretation. The Administrator shall have the authority to construe and interpret this Plan, prescribe, amend and rescind rules relating to this Plan’s administration and take any other actions necessary or desirable for the administration of this Plan. The Administrator may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in this Plan. The decisions of the Administrator shall be final and binding on all persons.

4. Incentive Units Subject to this Plan. Subject to Section 6 hereof, the number of Incentive Units that the Company may issue under this Plan shall not exceed 2,500,000 Incentive Units. If and to the extent that any Award is forfeited (or repurchased by the Company for its original cost), the Incentive Units subject to such Awards shall again be available for distribution under this Plan.

5. Awards.

5.1 General. Awards may be granted to Participants at such times as determined by the Administrator. Each Award shall be evidenced by an Award Agreement which shall set out the material terms of the Award.

5.2 Terms and Conditions of Awards.

(a) Vesting. The Administrator shall establish such vesting criteria for the Incentive Units as it determines in its discretion and shall include such vesting criteria in each Award Agreement. Vesting may be based on the continued service of the Participant or on the achievement of performance goals set out in the Award Agreement. Incentive Units may also be fully vested on the Grant Date. Incentive Units that have not vested are “Restricted Incentive Units.” Incentive Units that have vested are “Unrestricted Incentive Units.” The Administrator may, at any time, waive or accelerate any of the foregoing restrictions, in whole or in part, in its discretion.

(b) Profits Interest Threshold Amount. The Administrator shall specify the Profits Interest Threshold Amount applicable to each Incentive Unit in the applicable Award Agreement in accordance with the LLC Agreement. The Profits Interest Threshold Amount applicable to any Incentive Unit issued pursuant to this Section 5 shall be no less than the amount determined by the Administrator to be necessary to cause such Incentive Unit to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43.

(c) Restrictions on Transfer. Except as otherwise provided in Section 5.3 hereof or in accordance with Article VIII of the LLC Agreement, a Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber any Incentive Units.

(d) Voting. Participants shall have no voting rights with respect to Incentive Units granted under this Plan.

5.3 Company’s Call Right. Unless otherwise determined by the Administrator and set forth in the applicable Award Agreement, at any time prior to the consummation of a Qualified

Public Offering or a Change in Control, the Company may, at its election, require the Service Provider and any or all of the Service Provider’s Permitted Transferees to either forfeit or sell to the Company all or any portion of such Service Provider’s Incentive Units in connection with a Termination of Service at the following respective purchase prices:

(a) In the event of a Termination of Service for any reason, Restricted Incentive Units shall be forfeited without consideration.

(b) In the event of a Termination of Service for Cause, Unrestricted Incentive Units shall be forfeited without consideration.

(c) In the event of a Termination of Service (i) by a Company Group Member for a reason other than Cause, or (ii) by the Service Provider for any reason (including as a result of the death or Disability of a Service Provider), the Company’s purchase price per Unrestricted Incentive Unit shall be its Fair Market Value on the date of such Termination of Service.

The Company’s call right is subject to the terms and conditions, including procedural requirements, in Section 8.07 of the LLC Agreement. The purchase price to be paid for such Incentive Units as set forth above in this Section 5.3 shall be payable by the Company in cash or by promissory note with a term no longer than five (5) years, bearing interest at the prime lending rate as published in the Eastern Edition of The Wall Street Journal on the date of the call, and the full cash payment or first installment on the promissory note being paid no later than thirty (30) days after the Company’s exercise of the call right pursuant to this Section 5.3.

5.4 Company Conversion Option. Unless otherwise determined by the Administrator and set forth in the applicable Award Agreement, at any time following a SPAC Transaction (including an Up-SPAC Transaction), the Company may, at its election, require any Service Provider upon a Termination of Service (including any Termination of Service that may have occurred prior to the SPAC Transaction) to convert all or a portion of such Service Provider’s Incentive Units into shares or other equity securities of the SPAC into which holders of Incentive Units otherwise may convert.

6. Adjustments. If the Units are changed by reason of a change in corporate capitalization or exchanged for other securities as a result of a merger, consolidation or reorganization, the Administrator shall make appropriate adjustments to the maximum number of Incentive Units that may be granted hereunder and shall make such adjustments to the Incentive Units as shall be equitable and appropriate to prevent dilution or enlargement of the benefits provided by Awards granted under this Plan.

7. Change in Control. The Administrator may, in its discretion, provide in any Award Agreement that all or a portion of a Participant’s Restricted Incentive Units shall become Unrestricted Incentive Units upon a Change in Control and/or that the restrictions and limitations applicable to the Incentive Units shall lapse and such Incentive Units shall become free of all

restrictions and become fully vested and transferable (subject to any restrictions generally applicable to other Members). In the event of a Change in Control and the Service Provider’s Termination of Service with the Company for a reason other than Cause within twelve (12) months after the occurrence of the Change in Control (a “Double-Trigger Change in Control”), all Restricted Incentive Units that are outstanding on the date of the Termination of Service shall fully vest and become Unrestricted Incentive Units.

8. Withholding; No Guarantee of Tax Treatment.

8.1 Withholding. Whenever Incentive Units are to be delivered to a Participant under this Plan, the Company shall be entitled to require as a condition of delivery that the Participant agree to remit when (and if) due, an amount sufficient to satisfy all current or estimated future federal, state and local withholding tax and employment tax requirements relating thereto.

8.2 No Guarantee of Tax Treatment. The Incentive Units granted under this Plan are intended to be “profits interests” for United States federal income tax purposes pursuant to Revenue Procedures 94-27 and 2001-43. The Administrator may take all actions necessary or appropriate to cause the Incentive Units to be treated as profits interests for all United States federal income tax purposes. Notwithstanding the foregoing, the Company does not guarantee that any Award intended to be a profits interest shall be treated as such for tax purposes, and none of the Administrator or any Company Group Member shall indemnify any individual with respect to the tax consequences if they are not so treated.

9. General Provisions.

9.1 LLC Agreement; Spousal Consent. Any Incentive Units granted under this Plan shall be subject to the LLC Agreement which may contain restrictions on the transferability of such Incentive Units (such as a right of first refusal or a prohibition on transfer) and such units may be subject to call rights and drag-along rights of the Company. As a condition to receiving an Award under this Plan, the Participant shall be required to sign a joinder agreement to the LLC Agreement and, if required, obtain a spousal consent.

9.2 No Right to Awards. No Participant shall have any claim to be granted any Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards and the terms and conditions of Awards need not be the same with respect to each Participant or holder or beneficiary.

9.3 No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of any Company Group Member, Awards granted hereunder shall not be deemed “compensation” for purposes of computing benefits or contributions under any retirement plan of any Company Group Member, and shall not affect any benefits under any other benefit plan. This Plan is unfunded and is not intended to be a plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and shall be interpreted accordingly.

9.4 Compliance with Law. The obligations of the Company with respect to payments under this Plan are subject to compliance with all applicable laws and regulations.

9.5 Effective Date; Term of Plan. This Plan shall become effective on the Effective Date. This Plan will remain in effect until it is revised or terminated by further action of the Administrator.

9.6 Termination and Amendment. The Administrator may at any time amend or modify this Plan in whole or in part. However, no amendment or termination of this Plan may impair the right of a Participant with respect to an Award previously granted under this Plan without such Participant’s consent. Notwithstanding the foregoing, the Participant’s consent shall not be required if the Administrator determines in its sole discretion that such an amendment or modification or termination is required or advisable for the Company Group Members, this Plan or the Award to satisfy any applicable law or regulation, stock exchange rule, over-the-counter market rule or to meet the requirements of any intended accounting treatment. The Administrator may also amend this Plan and/or any Award Agreement without the Participant’s consent to the extent necessary to (a) comply with Section 409A of the Code; or (b) ensure that the Incentive Units granted under this Plan are treated as profits interests for all United States federal income tax purposes.

9.7 Applicable Law. The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of law rules.

9.8 Severability. If any provision of this Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Plan shall be construed as if such invalid or unenforceable provision were omitted.

9.9 Headings. The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of this Plan.

[Remainder of Page Intentionally Left Blank]

EXHIBIT A

FORM OF INCENTIVE UNIT AWARD AGREEMENT

[attached]

INCENTIVE UNIT AWARD AGREEMENT

This Incentive Unit Award Agreement (this “Agreement”) is made and entered into as of [DATE] by and between Griid Infrastructure Equity Plan LLC, a Delaware limited liability company (the “Company”), and [Participant Name] (the “Participant”).

WHEREAS, the Company has adopted the Griid Infrastructure Equity Plan LLC Profits Interest Plan (the “Plan”);

WHEREAS, the Administrator has authorized the grant to the Participant of the Incentive Units contemplated herein; and

WHEREAS, capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to them in the Plan and, if not defined therein, in the Company Limited Liability Company Agreement, dated as of April 14, 2021, as such may be amended, modified, superseded or replaced from time to time (the “LLC Agreement”).

1. Grant of Incentive Units. The Company hereby grants to the Participant [NUMBER] Incentive Units pursuant to the terms of the Plan. The Incentive Units are intended to constitute “profits interests” in the Company within the meaning of Revenue Procedures 93-27 and 2001-43. However, notwithstanding any provisions herein or in the Plan, the Company does not guarantee that the Incentive Units will be treated as profits interests for tax purposes, and none of the Administrator or any Company Group Member shall indemnify, defend or hold harmless the Participant with respect to the tax consequences if the profits interests are not so treated. By executing this Agreement, the Participant hereby accepts the Incentive Units subject to all of the terms and provisions of this Agreement, the Plan and the LLC Agreement.

2. Section 83(b) Election. As a condition to the grant of the Incentive Units under this Agreement, no later than thirty (30) days following the Grant Date, the Participant shall execute and file with the Internal Revenue Service an election under Section 83(b) of the Code substantially in the form attached hereto as Exhibit A, with respect to such Incentive Units, and the Participant shall provide the Company with a copy of such executed and filed election promptly thereafter, along with a copy of proof of mailing; provided, however, that if the Participant refuses or fails to timely file such election pursuant to Section 83(b) of the Code, the Participant will forfeit the Incentive Units granted under this Agreement, this Agreement shall be null and void ab initio and of no force or effect, and the Company shall have no obligations to the Participant with respect to the forfeited Incentive Units.

3. Vesting. The Incentive Units shall vest in accordance with the following vesting schedule: [VESTING SCHEDULE], subject to the Participant’s continued service with the applicable Company Group Member through the applicable vesting dates. The Incentive Units which have become vested pursuant this vesting schedule are referred to herein as “Unrestricted Incentive Units” and the Incentive Units which are not vested are referred to herein as “Restricted Incentive Units”.

4. Distributions; Profits Interest Threshold Amount. The Participant will be entitled to distributions on the Incentive Units in accordance with the terms of the LLC Agreement. The Participant understands that no distributions will be made on the Incentive Units until there has been distributed to holders of the Common Units an amount equal to the Profits Interest Threshold Amount as of the Grant Date, which is $[AMOUNT].

5. Restrictions on Transfer; Call Rights.

5.1 Transfer Restrictions. None of the Incentive Units may be conveyed, pledged, assigned, transferred, hypothecated, encumbered or otherwise disposed of by the Participant or any Permitted Transferee, except as expressly provided in the LLC Agreement.

5.2 Call Rights. The Company shall have the call rights set forth in Section 5.3 of the Plan with respect to all Incentive Units.

6. Change in Control. Notwithstanding Section 3 hereof, and subject to the Participant’s continued service with the Company Group Member that employs the Participant, in the event of (i) a Change in Control, and (ii) the Participant’s Termination of Service other than for Cause within one (1) year of the date of the Change in Control, all Restricted Incentive Units outstanding on the date of the Termination of Service shall fully vest on the date of the Termination of Service and become Unrestricted Incentive Units.

7. Representations and Warranties. The Participant hereby makes the following representations, warranties and agreements with respect to the Incentive Units:

7.1 Restrictions. The Participant understands and agrees that the Incentive Units are being sold or granted in a transaction not involving any public offering in the United States within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and that the Incentive Units will not be registered under the Securities Act or any state or foreign securities or “blue sky” laws and that it is anticipated that there will be no public market for the Incentive Units. The Participant understands and agrees that the Company is under no obligation to file any registration statement with the Securities and Exchange Commission in order to permit transfers of the Incentive Units.

7.2 Nature of Participant. The Participant’s knowledge and experience in financial and business matters are such that the Participant is capable of evaluating the merits and risks of the investment in the Incentive Units. The Participant understands that the Incentive Units are a speculative investment which involves a high degree of risk of loss of the Participant’s investment therein. It may not be possible for the Participant to liquidate his or her investment in case of emergency, if at all. The Participant is able to bear the economic risk of an investment in the Incentive Units, including the risk of a complete loss of his or her investment.

7.3 Purchase for Investment. The Participant is acquiring the Incentive Units for his or her own account for investment purposes and not with a view to, or for offer or sale on behalf of himself or herself or for the Company in connection with, the distribution or resale thereof.

7.4 Receipt of, Access to and Reliance on Information. The Participant acknowledges that (i) the Company has given him or her, at a reasonable time prior to the Grant Date, an opportunity to ask questions and receive answers regarding the terms and conditions of the Plan (including the LLC Agreement and the Agreement); (ii) the Company has given him or her, at a reasonable time prior to the date hereof, an opportunity to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense deemed necessary by him or her to verify the accuracy of the information provided, and he or she received all such additional information requested; and (iii) he or she has not relied on any of the Company or any of its “affiliates” (as defined in Regulation D of the Securities Exchange Act of 1934, as amended), officers, employees or representatives in connection with his or her investigation of the accuracy of the information provided or his or her investment decision. The Participant acknowledges that no person has been authorized to give any information or to make any representations concerning the Incentive Units, written or oral, that does not conform to the information

included in the Plan, the LLC Agreement or this Agreement and if given or made, such other information or representation should not be relied upon as having been authorized by any of the Company or any of its respective affiliates, officers, employees or representatives.

7.5 No Misrepresentation; Notification of Any Change. The Participant understands that the Company and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties, and agrees that if any of the acknowledgements, representations and warranties deemed to have been made by it upon its acquisition of the Incentive Units are no longer accurate at any time, it shall promptly notify the Company.

7.6 State of Residence. The Participant is a resident of the state set forth below the Participant’s signature to this Agreement. The Participant shall notify the Company of any change in his or her residence on or prior to the date of such change.

8. LLC Agreement; Joinder. The Participant (for the Participant and for any of the Participant’s Permitted Transferees) hereby agrees to be bound by, and subject to, all of the terms and provisions of the LLC Agreement, including all restrictions on the transfer of the Incentive Units, and agrees to sign a joinder and spousal consent (if required) to the LLC Agreement in connection with this Award substantially in the forms attached hereto as Exhibit B and Exhibit C.

9. Legend. Any certificate(s) representing the Incentive Units will bear a legend substantially as follows and the Participant will not make any transfer of the Incentive Units without first complying with the restrictions described in such legend:

“THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIMITED LIABILITY COMPANY AGREEMENT AMONG THE COMPANY AND ITS MEMBERS, AND AN INCENTIVE UNIT AWARD AGREEMENT BETWEEN THE COMPANY AND THE OTHER PARTY NAMED THEREIN, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT AND INCENTIVE UNIT AWARD AGREEMENT.”

“THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT OR LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.”

The Participant agrees that the Company may also endorse any other legends required by applicable federal or state securities laws.

10. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an officer, employee, or consultant of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s employment or service at any time, with or without Cause.

11. Withholding. The Incentive Units are intended to qualify as profits interest with no liquidating value on the Grant Date. However, in the event that the Participant is required to recognize ordinary income in connection with the Incentive Units, the Company may require the Participant to make payment to the Company to enable it to meet any withholding obligations that may be associated with such acquisition.

12. Notices. Any notice or other communication under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by registered or certified mail, postage prepaid, addressed to the recipient at the last known address of the recipient. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

13. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

14. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Administrator for review. The resolution of such dispute by the Administrator shall be final and binding on the Participant and the Company.

15. Incentive Units Subject to Plan. This Agreement and the Incentive Units to which it relates are subject to the terms and conditions of the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

16. Integration. This Agreement, the Plan and the LLC Agreement contain the entire understanding of the parties with respect to the subject matter hereof. This Agreement, the Plan and the LLC Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter.

17. Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the parties.

18. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

19. No Impact on Other Benefits. Except as specifically provided in a retirement or other benefit plan of the Company or a Company Subsidiary, the Incentive Units are not part of the Participant’s normal or expected compensation for purposes of computing benefits or contributions under any retirement or other employee benefit plan.

20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date written above.


GRIID INFRASTRUCTURE EQUITY PLAN LLC By: Griid Infrastructure LLC, its Managing Member

By:
Name:		James D. Kelly III
Title:		Chief Executive Officer

[PARTICIPANT NAME]

By:
Name:
Address:

Acknowledgement and Agreement of Spouse

The undersigned spouse of the Participant acknowledges that he or she has read this Incentive Unit Award Agreement and the Plan and agrees to be bound thereby.

Name:

Declaration of Unmarried Status

I, [PARTICIPANT NAME], hereby declare that I am not married as of the date hereof.

Name:

EXHIBIT A

FORM OF SECTION 83(B) ELECTION

[Attached]

SECTION 83(B) ELECTION

, 2021


Department of the Treasury

Internal Revenue Service Center

Ladies and Gentlemen:

I hereby make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to my interest in the limited liability company described below. Although the interest with respect to which this election is made qualifies as a “partnership profits interest,” I make this election on a “protective” basis, notwithstanding the fact that the IRS has announced in Revenue Procedure 93-27 and Revenue Procedure 2001-43 that, in general, the receipt of a partnership profit interest will not be treated as a taxable event, in case it is ever determined that the interest does not so qualify. The following information is submitted as required by Treas. Reg. § 1.83-2(e):

(1)	Name of Taxpayer:


Address:





SSN/EIN No.:

(2)	Description of property with respect to which the election is being made: The election is being made with respect to Incentive Units (the “Incentive Units”) of Griid Infrastructure Equity Plan LLC (the “Company”).

(3)	The date on which the Incentive Units were transferred is . The taxable year to which this election relates is calendar year .

(4)	Restrictions to which property is subject: Among other restrictions, the Incentive Units are subject to vesting conditions relating to continued service with the Company and its affiliates.

(5)	The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of my membership interest in the Company with respect to which this election is being made is $0 per Incentive Unit.

(6)	The amount paid by me for my Incentive Units in the Company was $0 per Incentive Unit.

(7)	The amount I will include in income as the result of this election is $0.

(8)	A copy of this election has been furnished to the Company.

A copy of this election will be submitted to the Internal Revenue Service with my federal income tax return for the year ending . Please acknowledge receipt of this letter by signing or stamping the enclosed copy of this letter and return it in the enclosed, self-addressed, stamped envelope.

Dated: , 2021

Name:

EXHIBIT B

FORM OF JOINDER AGREEMENT

[Attached]

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to the Limited Liability Company Agreement of Griid Infrastructure Equity Plan LLC, a Delaware limited liability company, dated as of April 14, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “LLC Agreement”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to them in the LLC Agreement.

By executing and delivering this Joinder Agreement, the undersigned hereby agrees to be admitted as a Member of the Company and to become a party to, be bound by, and comply with the provisions of the LLC Agreement in the same manner as if the undersigned were an original signatory to the LLC Agreement as an Incentive Member. In connection therewith and without limiting the foregoing, effective as of the date hereof, the undersigned hereby makes the representations and warranties contained in the LLC Agreement.

This Joinder Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , 20 .


By:
		Name:



Address:







Telephone No.:



Email:

EXHIBIT C

FORM OF SPOUSAL CONSENT

[Attached]

SPOUSAL CONSENT

In consideration of the execution of that certain Limited Liability Company Agreement of Griid Infrastructure Equity Plan LLC, a Delaware limited liability company, dated as of April 14, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “LLC Agreement”), I, [●], the spouse of the Member, do hereby confirm that:

(a) I have read and approve of the provisions of the LLC Agreement and the Joinder Agreement;

(b) I do join with my spouse in executing the Joinder Agreement;

(d) I do agree that any interests I may have in the limited liability company interests of the Company and any other securities contemplated by the LLC Agreement, whether the interest may be community property or otherwise, shall be similarly bound by the LLC Agreement.

I am aware that the legal, financial and related matters contained in the LLC Agreement and the Joinder Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this spousal consent. I have either sought such guidance or counsel or determined after reviewing the LLC Agreement and the Joinder Agreement carefully to waive such right.

This spousal consent is governed by and shall be construed in accordance with the laws of the State of Delaware.

Acknowledged and agreed this day of , 20 .

Name:

Exhibit 10.26

LENOIR CITY UTILITIES BOARD

ELECTRIC SERVICE CONTRACT FOR CUSTOMERS USING 5001 TO 15,000 KW

(Ava Data, LLC) #1

Revision #1

THIS AGREEMENT, made as of this 1st day of June 2022, by and between Ava Data, LLC (hereinafter called “CUSTOMER”), and LENOIR CITY UTILITIES BOARD (hereinafter called “BOARD”).

1. BOARD will supply, and CUSTOMER will receive and purchase, all electric power and energy required for the operation of CUSTOMER’s facility located at [***], in accordance with the terms and conditions of BOARD’S [MSB Rate Schedule] and its Rules and Regulations (as such Rate Schedule and Rules and Regulations now exist or may hereafter be modified). BOARD will make available to COMPANY up to a maximum of 11,000 KW of firm power during the hours designated as onpeak hours in the Rate Schedule, which amount shall be the “onpeak contract demand,” and BOARD will make available to Company 11,000 KW of firm power during the hours designated as offpeak hours in the Rate Schedule, which amount shall be the “offpeak contract demand. Copies of the currently applicable Rate Schedules, Rules and Regulations are available for examination and distribution at the main business office during regular business hours.

2. CUSTOMER shall not take electricity in excess of such maximum demand except by agreement of BOARD and revision of contract, but nothing herein contained shall be construed to relieve the CUSTOMER of obligation to pay for such amounts of electricity as may actually be taken.

3. The electric power delivered hereunder shall be 3-phase alternating current at approximately 60 cycles and approximately 12470/7200 volts, and LCUB has agreed to install a primary meter for service to the above-mentioned location. The point of delivery for electric power supplied hereunder shall be at the primary bushings of the transformer furnished by BOARD.

4. The term of the Agreement shall be five years from date of installation of permanent service; and the term shall be automatically extended from time to time for a period of one year from each expiration date unless and until either party shall notify the other in writing 90 days prior to any expiration date of its desire to terminate this AGREEMENT on such expiration date.

5. CUSTOMER agrees to pay a minimum charge for the term of this AGREEMENT, which minimum shall be subject to change in accordance with the provisions of the applicable Rate Schedule then in effect.

6. BOARD shall have the right to terminate its obligation to provide any further service under this AGREEMENT at any time for any breach or default on the part of CUSTOMER, in which event there shall immediately become due and payable to BOARD, as liquidated damages

on account of BOARD’s investment obligations for CUSTOMER’s benefit by reason of this AGREEMENT, the sum of the minimum monthly bills for the unexpired term of this AGREEMENT.

7. This AGREEMENT shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties hereto; but this AGREEMENT shall not be assignable by CUSTOMER without the written consent of the BOARD.

8. All electric power delivered hereunder to CUSTOMER by BOARD during the term of this AGREEMENT shall supersede any prior contract between BOARD and CUSTOMER for electric service at the above-mentioned location, and this AGREEMENT contains the entire agreement between the parties with respect to the delivery of electric power to CUSTOMER at the above-mentioned location.

9. All obligations of BOARD hereunder are payable solely from the revenues of the Electric Division of BOARD.

10. In addition to and without limitation of the obligations of CUSTOMER under BOARD’s Rate Schedule and its Rules and Regulations, CUSTOMER agrees to continuously operate its facilities in a safe and reasonable manner and agrees that its operations will at all times be in compliance with all applicable laws, regulations, codes and ordinances, and that no nuisance will be permitted.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their duly authorized officers, each party hereto retaining an executed copy thereof.


Lenoir City Utilities Board		Ava Data, LLC.

By:	[***]	By:	/s/ James D. Kelly III
	Manager		Founder and CEO

Exhibit 10.27

LENOIR CITY UTILITIES BOARD

ELECTRIC SERVICE CONTRACT FOR CUSTOMERS USING 5001 TO 15,000 KW

(Ava Data, LLC) #2

Revision #1

THIS AGREEMENT, made as of this 1st day of June 2022, by and between Ava Data, LLC (hereinafter called “CUSTOMER”), and LENOIR CITY UTILITIES BOARD (hereinafter called “BOARD”).

1. BOARD will supply, and CUSTOMER will receive and purchase, all electric power and energy required for the operation of CUSTOMER’s facility located at [***], in accordance with the terms and conditions of BOARD’S [MSB Rate Schedule] and its Rules and Regulations (as such Rate Schedule and Rules and Regulations now exist or may hereafter be modified). BOARD will make available to COMPANY up to a maximum of 11,000 KW of firm power during the hours designated as onpeak hours in the Rate Schedule, which amount shall be the “onpeak contract demand,” and BOARD will make available to Company 11,000 KW of firm power during the hours designated as offpeak hours in the Rate Schedule, which amount shall be the “off peak contract demand. Copies of the currently applicable Rate Schedules, Rules and Regulations are available for examination and distribution at the main business office during regular business hours.

5. CUSTOMER agrees to pay a minimum charge for the term of this AGREEMENT, which minimum shall be subject to change in accordance with the provisions of the applicable Rate Schedule then in effect.

on account of BOARD’s investment obligations for CUSTOMER’s benefit by reason of this AGREEMENT, the sum of the minimum monthly bills for the unexpired term of this AGREEMENT.

9. All obligations of BOARD hereunder are payable solely from the revenues of the Electric Division of BOARD.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their duly authorized officers, each party hereto retaining an executed copy thereof.


Lenoir City Utilities Board		Ava Data, LLC.

By:	[***]	By:	/s/ James D. Kelly III
	General Manager		Founder and CEO

Exhibit 10.28

TVA Contract No. 111815898

Interruptible Power Product Agreement (Rolling Term)

Underlined terms used in this Interruptible Power Product (“IP Product”) Agreement are defined in the IP Product Terms and Conditions. Company’s authorized representative may receive assistance from Company’s power provider (“Distributor”) or from TVA customer service representatives; however, Company remains responsible for ensuring the information provided in this Agreement is accurate and correct.

Therefore, the parties agree as follows:

Section A: Company’s Authorized Representative

This is the duly authorized representative signing this Agreement on Company’s behalf.


Full Name:	[***]	[***]	Date:	May 20, 2022
	First	Last


Job title:	[***]	Email:	[***]
Phone:	[***]

Section B: Company Information


Company Name:		AVA DATA LLC

Company’s state of incorporation:		Delaware


Plant/Facility	[***]
Site:	Street Address

	[***]	[***]	[***]
	City	State	ZIP Code

Distributor:	[***]

Section C: Power Contract Information


	Onpeak hours	Offpeak hours
Contract Demand (kW):	11,000	11,000

If Company is served under a Rate Schedule that does not provide for different onpeak and offpeak Contract Demands, then the single Contract Demand is applicable for both onpeak and offpeak hours.


Power Billing Cycle:		Calendar Month ☒		Other day of the month:

Section D: Company’s Selected Product Features


	Summer Period	Winter Period	Transition Period
Protected Demand (kW):	1,000	1,000	1,000


Interruption Options Only features shown to the right will be applicable.		IP30 (Economic+Reliability)

Initial Term		5 years

Termination Notice (Cannot be effective earlier than the end of the Initial Term)		3 years

Maximum total duration of Economic Interruptions during any TVA fiscal year (Base Economic Interruption hours)		12 hours These total duration hours will not be prorated for IP Product Agreements with effective dates that are not on the first day of the TVA fiscal year.

Minimum advance notification of Interruptions		30-minutes

Duration of each Economic Interruption		4-6 hours

Maximum daily Economic Interruptions		1

Designated hours for Reliability Interruptions and Test Interruptions		All hours

Maximum frequency and duration of Reliability Interruptions		No Maximum

Designated hours for Economic Interruptions		4:00 am to 10:00 pm Central Prevailing Time (CPT) Daily

Functional Tests		None

Section E: Notices

Interruption Notices: Pursuant to section 1.2 of the Terms and Conditions, the designated notice method is by telephone. TVA will give notices to the primary Interruption notice phone number below. If no one is reached at the primary Interruption notice phone number, TVA may (without obligation) also provide notices to the alternate Interruption notice phone number(s), if any.


Primary Interruption Notice Phone Number		[***]
Alternate Interruption Notice Phone Number(s)		[***]
		[***]

Other Notices: For receipt of official IP Product notices, pursuant to subsection 4.1 of the Terms and Conditions, Company has designated the e-mail address(es) below:

[***]

By signing below, the parties agree that they shall be bound by the terms set forth in this Agreement, which includes the IP Product Terms and Conditions dated October 1, 2015, and any attachments Identified in section F below. The effective date of this Agreement is the date specified by TVA below.

Section F: Attachments to this Agreement

None

Section G: Company Agreement and Signature


Signature:		[***]				Date: 6/28/2022

Section H: Distributor Agreement and signature


Signature:	[***]	Date: 6/29/2022
Title:	General Manager

Section I: TVA Agreement and Signature


Signature:		[***]

Title:		[***]

Effective Date: July 1, 2022

INTERRUPTIBLE POWER PRODUCT (IP PRODUCT)

TERMS AND CONDITIONS-ROLLING TERM PRODUCT

(October 1, 2015)

Contents

Availability

Eligibility Criteria

Article 1: Interruptions

Article 2: Credits and Charges

Article 3: Term and Termination

Article 4: Administration and Adjustments

Article 5: Guidelines

Article 6: Definitions of Underlined Terms

Attachments: Schedule of Credits and Charges (October 1, 2015)

Availability

The IP Product is only available to Company if it is offered by Company’s power provider and IP Product subscription limits have not been exceeded.

Eligibility Criteria

The Company Power Contract and Distributor’s power contract with TVA for power supplied to Company’s Plant/Facility Site identified in section B (a) must be for a term that is at least equivalent to the term selected by Company for its participation in the IP Product and (b) cannot be terminated any sooner than is capable under the IP Product Agreement.

2)	Company’s power meter must be programmed for 5-minute interval metering and capable of near real-time polling with a dedicated internet protocol address.

3)	Company must maintain a minimum of 500 kW of Annual Average Interruptible Demand.

4)	If Company nominates different Interruptible Demands during Winter Period months and Summer Period months, the Winter Period and Summer Period nominations must be comparable (as determined by TVA).

5)	Company’s Contract Demand must be greater than 1 MW to participate in the IP5 option.

6)	Company’s Contract Demand must be greater than 5 MW to participate in the IP30 option.

7)	Company must submit and maintain a load reduction plan on an annual basis.

8)	Company must have an active TVA Online Connection account.

9)	Company must not participate in any products or programs deemed by TVA to be incompatible with the IP Product.

LPC T&C Rolling (7/27/18)

ARTICLE 1: INTERRUPTIONS

SECTION 1.1 - INTERRUPTION FEATURES

Company will curtail its power demand in accordance with the IP Product Agreement.

SECTION 1.2 - INTERRUPTIONS

1.2.1 Notice Method. TVA will provide notice to Company of an Interruption via a method designated by TVA. Upon not less than 60 days’ notice to Company, TVA may designate a different notice method. In such a case, Company shall cooperate with TVA in testing and implementing any new system or method to be used in providing notice of an Interruption.

1.2.2 Interruption. During an Interruption, Company shall reduce its power demand requirements so that its 5-Minute Metered Demand is less than or equal to its Protected Demand during the entire Interruption period.

1.2.3 Interruption Periods. Each Interruption will begin at the time specified in the Interruption notice provided by TVA and will end at the time notice is given that the Interruption has ended.

1.2.4 This section intentionally left blank.

1.2.5 Reliability Interruptions. Nothing in this Article 1 will limit the frequency, duration, or hours in which TVA designates Reliability Interruptions.

1.2.6 Test Interruptions. Notwithstanding anything in the IP Product Agreement which may be construed to the contrary, Company will not receive any IP Product credits or charges for any Test Interruptions. However, the calculated Test Interruption Performance Factors will apply under subsection 1.5.2 and Article 3.

1.2.7 Load Reduction Plan. Company shall update the load reduction plan annually and provide Distributor with the updated plan by March 1 of each year. The updated load reduction plan must be certified by an authorized representative of Company.

SECTION 1.3 - INTERFERENCE WITH AVAILABILITY OF POWER

The term “force majeure” is any cause reasonably beyond the control of Distributor or TVA, such as, but without limitation to, injunction, administrative order, strike of employees, war, invasion, fire, accident, floods, backwater caused by floods, acts of God, or inability to obtain or ship essential services, materials, or equipment because of the effect of similar causes on suppliers or carriers. Acts of God includes without limitation the effects of drought if the drought is of such severity as to have a probability of occurrence not more often than an average of once in 40 years.

The availability of power to Company may be interrupted or curtailed from time to time during the term of the IP Product Agreement because of force majeure or otherwise. Company is solely responsible for providing and maintaining such equipment in its facility and such emergency operating procedures as may be required to safeguard persons on its property, its property, and its operations from the effects of any interruption or Interruption. Company assumes all risk of loss, injury, or damage to Company resulting from any interruption or Interruption.

Page 2 of 17

LPC T&C Rolling (7/27/18)

SECTION 1.4 - ECONOMIC INTERRUPTION ACCOUNTING

1.4.1 Base Economic Interruption Hours. For the purpose of determining the accrued duration of Base Economic Interruption hours (as indicated in section D of the IP Product Agreement), designated Reliability Interruption hours will be considered Base Economic Interruption hours (irrespective of the hours in which the Reliability Interruption is designated) until the maximum total duration of Base Economic Interruptions has been reached for the TVA fiscal year.

1.4.2 Rounding. For the purpose of determining accrued Interruption hours, Interruptions with durations that are not multiples of one whole hour will be rounded up to the next whole hour duration.

1.4.3 Daily Interruptions. For the purpose of determining the maximum daily Economic Interruptions,

(a)

a designated Reliability Interruption will be considered an Economic Interruption (irrespective of the hours in which the Reliability Interruption is designated) if no Economic Interruption has been designated that day,

and

(b)

if a designated Reliability Interruption spans 0000 hours CPT, a Reliability Interruption will be deemed to have occurred on the day commencing from 0000 hours CPT.

1.4.4 Test Interruptions. Notwithstanding anything in the IP Product Agreement which may be construed to the contrary, Test Interruption hours will not be counted toward any Economic Interruption hours and are not deemed to be Reliability Interruptions.

SECTION 1.5 - ADJUSTMENTS TO PROTECTED DEMAND

1.5.1 Performance Factor. For each Interruption, TVA will calculate a Performance Factor as follows:

Performance Factor (%) =

(

1 –

(

Average Noncompliant Load

)

x 100

Protected Demand

Where

“Average Noncompliant Load” is the average amount by which Company’s 5-Minute Metered Demand during an Interruption exceeds the applicable Protected Demand.

“Protected Demand” is the applicable Protected Demand for the Interruption period. However, if the applicable Protected Demand is 0 kW, the Protected Demand used in this calculation will be 1 kW.

Page 3 of 17

LPC T&C Rolling (7/27/18)

1.5.2 Reliability Only Option. If the IP Product Agreement provides for IP5, TVA may increase Company’s Protected Demand upon at least 30 days’ notice if Company’s response to an Interruption (1) results in a Performance Factor less than 97 percent or (2) contains more than six 5-Minute Non-Compliant Intervals. In the event of an adjustment by TVA under this subsection, Company’s Protected Demand will become the average 5-Minute Metered Demand during 5-Minute Non-Compliant Intervals. The adjusted Protected Demand will become effective on the date stated in TVA’s notice.

1.5.3 Reliability+Economic Option. If the IP Product Agreement provides for IP30, TVA may increase Company’s Protected Demand upon at least 30 days’ notice if Company achieves a Performance Factor of less than 97 percent in any two Interruptions in any consecutive 12-month period. In the event of an adjustment by TVA under this subsection, Company’s Protected Demand will become the average 5-Minute Metered Demand during 5-Minute Non-Compliant Intervals. The adjusted Protected Demand will become effective on the date stated in TVA’s notice.

1.5.4 Reinstatement. Following any adjustment of Protected Demand by TVA in accordance with subsection 1.5.2 or 1.5.3, Company’s Protected Demand that applied prior to TVA’s adjustment may be reinstated by TVA if Company demonstrates that it can achieve a 100 percent Performance Factor (based on the Protected Demand prior to TVA’s adjustment) during an Interruption. Company may request TVA to perform a Test Interruption and TVA will perform that Test Interruption at its sole discretion. When Company has demonstrated a Performance Factor equal to 100 percent (based on the Protected Demand prior to TVA’s adjustment) in a subsequent month, TVA will adjust Company’s Protected Demand back to the previous level upon 30 days’ notice to Company.

SECTION 1.6 - FUNCTIONAL TESTS

TVA will perform IP Product testing by issuing Test Interruptions to all IP5 participants (Reliability Only Fleet). The Reliability Only Fleet will be tested as illustrated in the following schedule:

Page 4 of 17

LPC T&C Rolling (7/27/18)

Functional Test Schedule

TVA Fiscal
Year

2016

2017

2018

2019

2020

2021, etc.

Fleet Test Schedule

Test Interruptions will occur during the Summer Period or Winter Period

Test Interruptions

will occur during the Summer Period or Winter Period

Test Interruptions

will occur during the Summer Period or Winter Period

Additional Tests by Request

Customers with <100%

Performance Factor in latest fleet test may request retest for protected demand reinstatement (at TVA’s discretion)

Customers with <100%

Performance Factor in latest fleet test may request retest for protected

demand reinstatement (at TVA’s discretion)

Customers with <100%

Performance Factor in latest fleet test may request retest for protected

demand reinstatement (at TVA’s discretion)

Off-year Test Interruption Triggers

All Reliability Only Fleet customers <100%

Performance Factor in latest fleet test or not in compliance with section 1.2.7

All Reliability Only Fleet customers <100%

Performance Factor in latest fleet test or not in compliance with section 1.2.7

All Reliability Only Fleet customers <100%

Performance Factor in latest fleet test or not in compliance with section 1.2.7

Test Interruption Substitute

A Reliability Interruption which occurs prior to the scheduled Test Interruption

Fleet Test Schedule Reset Illustration

A Reliability Interruption in any Fleet Test Schedule off-year counts as a Test Interruption and resets the Fleet Test Schedule

Test Interruptions will occur during the Summer Period or Winter Period

Additional Tests by Request

Customers with <100%

Performance Factor in latest fleet test may request retest for protected demand reinstatement (at TVA’s discretion)

Customers with <100%

Performance Factor in latest fleet test may request retest for protected demand reinstatement (at TVA’s discretion)

Page 5 of 17

LPC T&C Rolling (7/27/18)

ARTICLE 2: CREDITS AND CHARGES

SECTION 2.1 - APPLICATION OF CREDITS AND CHARGES

Distributor will apply all credits and charges provided for under this IP Product Agreement to the monthly power bill for Company’s electric service at the Plant/Facility Site identified in section B of the IP Product Agreement.

SECTION 2.2 - DEMAND CREDITS

Demand Credits to be applied to Company’s power bill will be determined in accordance with the formula below that produces the highest credit:

Demand Credit ($) = DCA × Monthly Average Interruptible Demand

Demand Credit ($) = DCA × Event Specific Interruptible Demand Reduction

Where:

“DCA” is the applicable demand credit amount in the Schedule of Credits and Charges.

“Monthly Average Interruptible Demand” is the average 30-Minute Interruptible Demand during Peak Hours in the calendar month, excluding days on which any Interruption is in effect and any outage days provided under section 5.1.

“Event Specific Interruptible Demand Reduction” is Company’s power demand reduction measured as (1) the highest 30-Minute Metered Demand, excluding any Excess Demand, established during the four full 30-Minute Clock-intervals immediately preceding the time TVA provides notice of any Interruption, minus (2) the higher of (i) the applicable Protected Demand or (ii) the highest 30-Minute Metered Demand during the Interruption period. ·

Page 6 of 17

LPC T&C Rolling (7/27/18)

SECTION 2.3 - ENERGY CREDITS

If Company’s IP Product Agreement provides for IP30, the energy credit to be applied to Company’s power bill for each Interruption will be calculated as follows:

Credit =(Baseline-Demand)× hour×ECA×Heat Rate

Where:

“i” is each 5-minute Clock-interval during an Interruption when Company’s 5-Minute Metered Demand is less than Baseline.

“n” is an Interruption period.

“Demand” is Company’s 5-Minute Metered Demand.

“Baseline” is the highest 30-Minute Metered Demand, minus any Excess Demand, established during the four full 30-Minute Clock-intervals immediately preceding the time TVA provides notice of any Interruption.

“ECA” is the applicable energy credit amount in the Schedule of Credits and Charges.

“Heat Rate” is the applicable heat rate amount in the Schedule of Credits and Charges.

SECTION 2.4 - ENERGY UNDERPERFORMANCE CHARGES

For any Interruption in which Company does not achieve a Performance Factor equal to 100 percent, a charge will be applied to Company’s power bill, and the charge will be calculated as follows:

Charge= LOGO (Metered Demand-Protected Demand)× hour×UP multiplier

Where:

“i” is each 5-Minute Non-Compliant Interval.

“n” is an Interruption period.

“Metered Demand” is the 5-Minute Metered Demand.

“Protected Demand” is the Protected Demand.

“UP multiplier” is the applicable Underperformance Charge amount in the Schedule of Credits and Charges.

Page 7 of 17

LPC T&C Rolling (7/27/18)

SECTION 2.5 - DEMAND UNDERPERFORMANCE CHARGES

If Company’s IP Product Agreement provides for IP5, for any Interruption (not applicable to functional test) in which Company does not achieve a Performance Factor equal to 100 percent, a charge will be applied to Company’s power bill, and the charge will be calculated as follows:

For any Interruption with a Performance Factor greater than or equal to 97 percent:

Charge ($) = 2×DCA × max underperformance

For any Interruption with a Performance Factor less than 97 percent:

Charge ($) = (2×DCA × max underperformance)+(DCA × initial underperformance)

Where:

“DCA” is the applicable demand credit amount in the Schedule of Credits and Charges. This is the same amount as in section 2.2.

“max underperformance” is the highest difference between the 30-Minute Metered Demand and Protected Demand among all 30-Minute Non-Compliant Intervals.

“initial underperformance” is the difference between the 5-Minute Metered Demand and Protected Demand during the first 5-Minute Clock-interval of an Interruption if that interval is a Non-Compliant Interval.

SECTION 2.6 - ADMINISTRATIVE COST CHARGES

To help recover TVA’s administrative and other costs of making the IP Product available, Company will be charged an administrative cost charge. The amount of TVA’s administrative cost charge is provided in the Schedule of Credits and Charges. Distributor may charge an additional administrative cost charge to help recover its costs of making the IP Product available.

SECTION 2.7 - CONTRACT DEMAND

For the purposes of calculating power and energy charges under the Rate Schedule, during all full 30-Minute periods of an Interruption, any applicable Contract Demand under the Company Power Contract will be deemed to be the Protected Demand. Any applicable Rate Schedule excess charges will apply.

Page 8 of 17

LPC T&C Rolling (7/27/18)

SECTION 2.8 - MINIMUM BILLING DEMAND REDUCTION

Any time that a billing demand or energy charge is to be billed under the Company Power Contract using a Demand Ratchet Company’s bill will be reduced by the amount by which:

(a)

the amounts, if any, calculated under Adjustment 3 of the Wholesale Rate Schedule following application of the Demand Ratchet

exceeds

(b)

the amounts, if any, that would be calculated under Adjustment 3 of the Wholesale Rate Schedule based on using the applicable Protected Demand instead of Contract Demand in the application of the Demand Ratchet.

SECTION 2.9 - DEMAND RATCHET

For the sole purpose of calculating the Minimum Billing Demand Reduction in section 2.8(b) above, the Demand Ratchet will be calculated using the sum of (i) the Protected Demand and (ii) the highest applicable Excess Demand established during the preceding 12 months instead of the applicable Contract Demand.

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ARTICLE 3: TERM AND TERMINATION

SECTION 3.1 - EFFECTIVE DATE AND TERM

The IP Product Agreement is effective on the Effective Date, and continues in effect during the term of the Company Power Contract, unless it is sooner terminated as provided for under section 3.2 below.

SECTION 3.2- TERMINATION

The IP Product Agreement may be terminated:

(a)

by any party upon at least 3 years’ written notice, to be effective no earlier than the end of the Initial Term in Section D of the IP Product Agreement;

(b)

by TVA upon at least 60 days’ notice if Company does not meet, at all times, all IP Product eligibility criteria set forth in the IP Product Agreement;

(c)

by Distributor upon at least 60 days’ notice if Company violates the terms of the Company Power Contract or Rules and Regulations of Distributor;

(d)

By TVA or Distributor upon at least 60 days’ notice if any two Performance Factors are equal to or less than 90 percent in a consecutive 12-month period.

SECTION 3.3 - SUSPENSION OF SERVICE

Power supply from Distributor under the Company Power Contract may be suspended, in accordance with the Rules and Regulations of Distributor.

SECTION 3.4 - CHANGES TO COMPANY POWER CONTRACT

No amendment to the Company Power Contract during the term of this IP Product Agreement providing for a different Rate Schedule, Contract Demand, or additional overlay product will be effective unless (1) Company, Distributor, and TVA amend the IP Product Agreement to provide for the applicable Rate Schedule, Contract Demand, or additional overlay product, or (2) TVA otherwise approves such a change to the Company Power Contract.

SECTION 3.5 - TERMINATION OF COMPANY POWER CONTRACT

Notwithstanding anything in the Company Power Contract that may be construed to the contrary, the parties agree that during the term of this IP Product Agreement, no notice of termination or notice of non-renewal by Company or Distributor to terminate the Company Power Contract will be effective sooner than the date on which termination of the IP Product Agreement can be achieved under section 3.2 above. Further, to the extent necessary, the Company Power Contract will be automatically renewed such that it remains effective during the term of this IP Product Agreement.

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SECTION 3.6 - TERMINATION OF 5 MR, 60 MR, OR RP AGREEMENT

Any 5 Minute Response Agreement, 60 Minute Response Agreement, or Reserve Preservation Agreement of Company that is effective as of the Effective Date is hereby terminated.

SECTION 3.7 - WAIVERS

A waiver of any Product Agreement requirement will not be considered a waiver of any other or subsequent Product Agreement requirement.

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ARTICLE 4: ADMINISTRATION AND ADJUSTMENTS

SECTION 4.1 - NOTICES

4.1.1 Notices to Company. Any notice required by Distributor or TVA under the IP Product Agreement will be deemed properly given if posted on the Product Website, e-mailed to one or more designated Company contacts, or sent in writing to the address specified as Company’s Plant/Facility Site in the IP Product Agreement.

4.1.2 Notices to TVA. Notices of IP Product Agreement termination, IP Product Agreement Interruption Phone Number changes, and changes to e-mail addresses for IP Product notices will be deemed properly given if delivered by e-mail to any designated TVA customer service field representative or through an applicable contact avenue identified on the Product Website. TVA may require an authorized representative of Company to submit such notices using a TVA specified form.

4.1.3 Active e-mail addresses. Company must, at all times, designate at least one active e-mail address for notices.

4.1.4 Notice Forwarding. IP Product notices sent by TVA to Company will be promptly forwarded to Distributor. Any (1) IP Product notice sent by Distributor to Company or (2) notices of suspension of service sent to Company will be promptly forwarded to TVA.

SECTION 4.2 - ADJUSTMENT

4.2.1 Guidelines. Effective on October 1 of any year, Article 5 below may be changed or adjusted by TVA upon 60 days’ notice to Company; provided, however, that no such change or adjustment will reduce the monthly or yearly outage day omission limits under section 5.1.

4.2.2 Schedule of Credits and Charges. Effective on October 1 of any year, and upon not less than 90 days’ notice to Company, TVA may modify, change, replace, or adjust the Schedule of Credits and Charges; provided however, adjustments under this subsection will be in accordance with subsection 4.2.5 below. Prior to becoming effective, TVA will share with Company the rolling term IP Product valuation curve methodology and any changes in the Schedule of Credits and Charges. Further TVA will not change or adjust the DCA established on October 1, 2015 (FY 16 DCA), until such time as TVA determines that the value produced by the methodology used by TVA to establish the DCA exceeds the FY16 DCA.

4.2.3 Seasonal Periods. Effective on October 1 of any year, and upon not less than 60 days’ notice to Company, TVA may modify or change the months of the Summer Period, Winter Period, and Transition Period.

4.2.4 Economic Interruption Hours. Effective on October 1 of any year, and upon not less than 60 days’ notice to Company, TVA may change the designated hours for Economic Interruptions specified in section D of the IP Product Agreement; provided, however, that no such adjustment will increase the total daily duration of the designated hours during which Economic Interruptions may occur.

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4.2.5 OBC Component of DCA. It is recognized that one component in the methodology used by TVA in establishing the DCA is the economic carrying cost of a combustion turbine plant (CT Plant). It is further recognized that the overnight build cost of a CT Plant (OBC) is part of this component. In establishing the DCA for participants in the IP Product that select a rolling term, the OBC that is used in determining the economic carrying cost of a CT Plant will not be revised unless the most recent projection of OBC varies by more than 5% from the then-effective OBC for the rolling term IP Product (Re-price Trigger). Effective on the first October that occurs at least five years after the date of the Re-Price Trigger, the updated values for the economic carrying cost of a CT Plant will replace all future values for that component when establishing the DCA.

SECTION 4.3 - RELATIONSHIP OF DISTRIBUTOR, COMPANY, AND TVA

Company remains a customer of Distributor and is not a directly served customer of TVA. Distributor retains responsibility for all power service, billing, and customer relations matters except as provided otherwise with respect to the IP Product. Company and TVA may at any time communicate directly concerning matters relating to the IP Product; further TVA will have sole responsibility for designating Interruptions.

SECTION 4.4 - BILLING

4.4.1 Cooperation. Company, Distributor, and TVA will cooperate in (1) incorporating IP Product credits and charges in Company’s monthly power bill, (2) meter reading, (3) billing analysis, and (4) the sharing of Company Power Contract information.

4.4.2 Remote Access. In accordance with guidelines or specifications furnished or approved by TVA, Distributor shall provide or otherwise arrange for remote access by TVA to the Company power meter.

4.4.3 Wholesale Billing Adjustment. TVA, in calculating the wholesale power invoice each month for Distributor, will take the following steps with respect to Company: (1) TVA will apply a credit to the wholesale power bill equal to any credits applied to Company’s bill by Distributor in accordance with section 2.1 above, (2) TVA will apply a charge to the wholesale power invoice equal to any charges applied to Company’s bill by Distributor in accordance with section 2.1 above, and (3) the amount owed by Distributor under Adjustment 3 of the Wholesale Rate Schedule with respect to Company, if any, will be reduced by the amount calculated to reduce Company’s power bill from Distributor under section 2.8, if any.

To the extent practicable, said wholesale credits, charges, and reductions will appear on TVA’s wholesale power bill to Distributor for the same billing month that Distributor applies IP Product credits, charges, and reductions to Company’s power bill.

4.4.4 Failure to Pay. In the event that Company fails to pay any IP Product charges when due, Distributor must promptly notify TVA. Distributor must develop and implement a plan to recover any unpaid amounts in cooperation with TVA. Upon failure of Distributor to do so, TVA may institute litigation to enforce payment in the name of Distributor, or in the name of TVA, or in the name of both, and any actions taken by TVA in connection with such litigation will be binding on Distributor. Prior to instituting any such litigation, TVA will first consult with Distributor.

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SECTION 4.5 - SPECIAL OFFERS

From time to time, TVA may advertise special offers or additional features under the IP Product (such as buy-throughs or offers to purchase additional Economic Interruption hours). Any additional Economic Interruption hours purchased by TVA under any special offer will be excluded under subsection 1.4.1 above in the event of a Reliability Interruption. If the special offer or feature is for a limited time only, for the sake of expediency, Company and TVA may enter into a two-party contract. Any credits or charges under such special offer, whether implemented through a two-party contract or otherwise, will be billed and administered by Distributor and TVA in the same manner as the other charges and credits in the IP Product Agreement. TVA will notify Distributor if Company participates in any special offers implemented through a two-party contract.

SECTION 4.6 - POWER SYSTEM INFORMATION

For Company’s convenience, TVA may allow Company access to TVA power system information and power system forecasts. All such information is deemed to be proprietary information (Proprietary Information) and Company’s obligations with respect to such Proprietary Information provided during Company’s participation in the IP Product will survive the termination or expiration of the IP Product Agreement.

As a condition of participation in the IP Product and in consideration of TVA’s making Proprietary Information available to Company, (i) Company agrees not to divulge Proprietary Information to third parties without the written consent of TVA, and (ii) Company further agrees not to use the Proprietary Information disclosed to it by TVA for any purpose other than those set forth in this agreement. Nothing in this paragraph will prevent Company from making disclosures to other parties that are required by law; provided, Company must endeavor to secure the agreement of such other party to maintain the information in confidence. In the event that Company is unable to secure such agreement, Company must notify TVA with reasonable promptness so that TVA may join Company in the pursuit of such an agreement of confidence, or take any other action it deems appropriate.

Nothing in this section 4.6 restricts or limits TVA’s right to execute Interruptions and TVA may execute Interruptions without regard to whether or not a potential Interruption has been projected. Further, the failure or inability for any reason of Company to access information about a potential Interruption, shall not alter Company’s obligation to comply with any Interruption.

TVA makes no statement, representation, claim, guarantee, assurance, or warranty of any kind whatsoever, including, but not limited to, representations or warranties, express or implied, of merchantability, fitness for a particular use or purpose, accuracy, or completeness, of any estimates, information, service, or equipment furnished or made available to Company through the IP Product. Company hereby waives, and releases the United States of America, TVA, and their directors, officers, agents, and employees from any and all claims, demands, or causes of action, including, without limitation, consequential damages, arising out of or in any way connected with any estimates, information, service, or equipment furnished or made available under this section.

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ARTICLE 5: GUIDELINES

SECTION 5.1 - OUTAGES

Company may omit certain days in which a planned or forced outages occur from the calculation of the Monthly Average Interruptible Demand described in section 2.2. The number of days that may be omitted is limited to 10 days per month and 40 days per TVA fiscal year.

In order to omit planned and forced outage days from the Monthly Average Interruptible Demand calculation, Company must notify TVA of planned or forced outage in accordance with operating procedures and guidelines as may be furnished by TVA from time to time. Current operating procedures and guidelines require:

•

Company must provide TVA outage notification at least 24 hours in advance of planned outages through the Product Website. Notification must include the amount of load not available for interruption, an estimated outage start time and date, and an estimated return-to-service time and date.

•

Company must communicate forced outages to TVA as quickly as operationally feasible through the Product Website, but no more than 24 hours after the start of the forced outage. Notification must include the amount of load not available for interruption and an estimated return-to-service time and date.

Company has until midnight on the last day of the calendar month to select, via the Product Website, which outage days from the month to exclude from the Average Interruptible Load calculation.

SECTION 5.2 - PEAK HOURS

Peak hours for assessing average Interruptible Demand are

(1)	1:00 pm to 7:00 pm CPT during the months of April through October, and

(2)	4:00 am to 10:00 am CPT during the months of November through March;

excluding weekends and weekdays observed as Federal holidays for New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and November 1.

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ARTICLE 6: DEFINITIONS OF UNDERLINED TERMS

“5-Minute” is used to designate a quantity that is determined on a 5-minute Clock-interval basis.

“30-Minute” is used to designate a quantity that is determined on a 30-minute Clock-interval basis.

“Annual Average Interruptible Demand” means the average 30-Minute Interruptible Demand during the Peak Hours in any given 12-consecutive-month period.

“Clock-interval” means a time interval based on the division of an hour from the beginning of a clock-hour and each subsequent consecutive clock interval thereafter in that hour. For Customers that have billing demands determined from 30-Minute clock-intervals that do not begin at the top or bottom of an hour, all clock-hours will be deemed to begin from the amount of the offset.

“Company Power Contract” means the contract between Company and Distributor under which Company purchases power and energy.

“Contract Demand” means Company’s maximum demand requirements during applicable time periods as provided under the Company Power Contract. Such applicable time periods, if not 24 hours per day, are specified in the Rate Schedule.

“CPT” (Central Prevailing Time) means either Central Standard Time or Central Daylight Time, whichever is currently applicable.

“Demand Ratchet” means the calculation in the Rate Schedule which establishes the level below which Company’s billing demand cannot fall.

“Economic Interruption” means an Interruption that TVA determines, in its sole judgment, is necessary to reduce or avoid costs in operating the TVA system or the IP Product.

“Effective Date” means the date specified by TVA, in Section H of the IP Product Agreement, on which the IP Product Agreement becomes effective.

“Excess Demand” means any amount of Metered Demand that is greater than the applicable Contract Demand for the Clock-interval.

“Interruptible Demand” means the amount by which any Metered Demand, minus any Excess Demand, exceeds the Protected Demand.

“Interruption” means any TVA designated time period during which Company must cease taking Interruptible Demand.

“Metered Demand” means Company’s metered power demand. Metered demand may be determined on a 30-Minute or 5-Minute basis, as applicable, and be adjusted for any transmission and distribution losses. However, if the Rate Schedule provides for a measured demand, Metered Demand will be deemed to be higher of the metered power demand or the measured power demand.

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“Non-Compliant Interval” means any 5-Minute or 30-Minute Clock-interval during an Interruption when the Metered Demand exceeds the applicable Protected Demand.

“Peak Hours” means the peak hours set forth in section 5.2.

“Performance Factor” means the percentage calculated under subsection 1.5.1.

“IP Product Agreement” means the agreement signed by Company’s authorized representative, Distributor, and TVA, and includes the IP Product Terms and Conditions, any attachments to the IP Product Agreement, and any subsequent supplements, amendments, or adjustments to the IP Product Agreement and Terms and Conditions.

“Product Website” means the website(s) or application(s) utilized by TVA to provide IP Product information.

“Protected Demand” means the Metered Demand amounts designated by Company in the IP Product Agreement which Company must not exceed during an Interruption.

“Rate Schedule” means Distributor’s rate schedule applicable for billing Company under the Company Power Contract, as it may be modified, changed, replaced, or adjusted from time to time as provided under the contractual arrangements between Distributor and TVA (together with the currently effective Adjustment Addendum).

“Reliability Interruption” means an Interruption that TVA determines, in its sole judgment, is necessary or appropriate to address the reliability of the TVA system or the reliability of any portion of the TVA system.

“Summer Period” means the months of June, July, August, and September.

“Terms and Conditions” means all IP Product obligations provided in this document and any attachments, or any subsequent agreements that supplement or amend this document.

“Test Interruption” means an Interruption of no more than two (2) hours that TVA determines, in its sole judgment, is necessary to assess the reliability of Company’s response to Reliability Interruptions. Test Interruptions may be designated by TVA at any time.

“Transition Period” means the months of April, May, October, and November.

“Wholesale Rate Schedule” means the wholesale rate schedule in the Schedule of Rates and Charges to the Wholesale Power Contract between Distributor and TVA .

“Winter Period” means the months of December, January, February, and March.

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Schedule of Credits and Charges – Rolling Term Product

(October 1, 2015)

TVA Administrative Cost Charges

For companies served under a Rate Schedule that includes an administrative charge: $350 per month.

For companies served under a Rate Schedule that does not include an administrative charge: $700 per month.

These TVA administrative cost charges are in addition to any of Distributor’s administrative cost charges.

Demand Credits

Demand Credit Amount (DCA)

•

For IP5 customers, the DCA is $5.65.

•

For IP30 customers, the DCA is $5.75.

Energy Credits

Energy credit amount (ECA) is the official NYMEX Henry Hub final settlement posted price for the NYMEX natural gas futures contract for the month in which the Interruption occurred.

Heat Rate is 10,000 BTU per kWh

Underperformance Charges

“UP multiplier” is the higher of (1) $0.10 per kWh or (2) TVA’s hourly Top Cost for each clock-hour in which curtailment occurs.

Top Cost means TVA’s projected hour ahead cost for supplying the last 100 MW of the total amount of the entire load which TVA projects it will be serving in that hour (including both native system load and off-system load to be supplied by TVA under exchange arrangements).

LPC 08-25-15

Exhibit 10.30

Adit EdTech Acquisition Corp.

1345 Avenue of the Americas, 33rd Floor

New York, New York 10105

December 6, 2022

EarlyBirdCapital, Inc.

366 Madison Avenue

New York, New York 10017

Ladies and Gentlemen:

Reference is made to that certain underwriting agreement (“Agreement”), dated January 11, 2021, between Adit EdTech Acquisition Corp., a Delaware corporation (“Company”), and EarlyBirdCapital, Inc. (“EBC” or the “Representative”), as representative of the Underwriters (as defined in the Agreement).

The parties hereto desire to amend the Agreement (this “Amendment”) as follows:

(A) Section 1.4 is hereby deleted and replaced in its entirety with the following new Section 1.4:

1.4 Deferred Underwriting Commission. The Underwriters agree that an aggregate of $6,762,000 (the “Deferred Underwriting Commission”) and the Expense Reimbursement (as defined in Exhibit D hereto) will be payable, without accrued interest, to the Representative. The Deferred Underwriting Commission and Expense Reimbursement shall be payable as follows: (i) upon consummation of the Company’s initial Business Combination, in an amount equal to the lesser of (A) the sum of the Expense Reimbursement and 50% of the Deferred Underwriting Commission and (B) the balance of the Trust Account after all amounts payable for stockholder redemptions have been so paid and (ii) the remainder pursuant to, and in accordance with the terms of, a promissory note (“Promissory Note”) made by the surviving company of the Company’s initial Business Combination, substantially in the form attached hereto as Exhibit C. The Company agrees to use commercially reasonable efforts to prepare and file or cause to be prepared and filed within thirty (30) days of the closing of the Business Combination a registration statement (the “Resale Registration Statement”) registering the resale from time to time by the Representative of any shares of the Company’s Common Stock issuable to the Representative upon conversion of the Promissory Note. The Company shall use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective as soon as possible after filing, and in no event later than ninety (90) days after the Resale Registration Statement is filed with the Commission. In the event that the Company is unable to consummate a Business Combination and CST&T, as the trustee of the Trust Account, commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that all rights or claims to the Deferred Underwriting Commission and Expense Reimbursement shall be forfeited.

(B) A new Section 3.32 shall be included in the Agreement as follows:

3.32 Business Combination Advisory Provisions. The Company hereby agrees to the provisions set forth on Exhibit D attached hereto.

Except as indicated above, the Agreement shall remain in full force and effect.

If the foregoing is accurate, please confirm your agreement by countersigning this letter.


		ADIT EDTECH ACQUISITION CORP.

By:		/s/ David L. Shrier
		Name: David L. Shrier
		Title: Chief Executive Officer


ACCEPTED AND AGREED EARLYBIRDCAPITAL, INC.

By:		/s/ Steve Levine
		Name: Steve Levine
		Title: Chief Executive Officer

EXHIBIT C

THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT, AS OF THE DATE HEREOF, BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

[______________________]¹

FORM OF CONVERTIBLE PROMISSORY NOTE


$_________________		_______________ ___, 2023

__________________, a _______ _______, and its successors and assigns (the “Maker”) promises to pay to the order of EarlyBirdCapital, Inc. (the “Payee”) the principal sum of _________ dollars ($_______²) in lawful money of the United States of America, together with any unpaid interest on the principal balance of this Note, on the terms and conditions described below, unless earlier converted or cancelled pursuant to the terms and conditions set forth below.

This Note is being issued by the Maker pursuant to that certain Amendment to the Underwriting Agreement, dated January 11, 2021, between Adit EdTech Acquisition Corp., a Delaware corporation, and the Payee, as representative of the Underwriters. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Underwriting Agreement, as amended by the Amendment to the Underwriting Agreement, dated December 6, 2022.

1. Payment. The principal balance of this Note, together with all interest accrued thereon, shall be repayable on _________ __, 2024³ (the “Maturity Date”); provided, however, that Maker agrees to make mandatory prepayments on this Note (which shall first be applied to the Expense Reimbursement, then to accrued interest and then to principal), in amounts equal to fifteen percent (15%) of the gross proceeds received by the Maker from any equity lines, forward purchase agreements or other equity financings consummated by Maker prior to the Maturity

¹	NTD: To be issued by the surviving company of the Business Combination.

²	NTD: To be $6,762,000.00 plus the Expense Reimbursement, less any amount paid from trust at closing of the Business Combination in accordance with the Amendment to the Underwriting Agreement.

³	NTD: To be one year from closing of the Business Combination.

Date; provided, further, that, Maker shall be entitled to prepay any additional part of all the principal and accrued interest, in one or more installments without penalty, prior to the Maturity Date upon not less than five business days advance notice to permit Payee time to convert any portion of this Note pursuant to Section 3 below. The date of the voluntary prepayment is referred to herein as the “Voluntary Prepayment Date.”

2. Interest. Interest shall compound and accrue on the unpaid principal balance of this Note at an annual rate equal to eight percent (8%) to, but excluding, the date on which the principal amount of, and all accrued interest on, this Note has been paid in full. If this Note is not repaid on or prior to the Maturity Date or such earlier date as to which the repayment obligation may be accelerated pursuant to Section 1 or 6, or converted in accordance with the terms hereof, the rate of interest applicable to the unpaid principal amount shall be adjusted to fifteen percent (15%) per annum from, and including, the Maturity Date (or such earlier date if the obligation to repay this Note is accelerated) to, but excluding, the date of repayment; provided, that in no event shall the interest rate exceed the Maximum Rate (defined below). If it is determined that, under the laws relating to usury applicable to Maker or the indebtedness evidenced by this Note, the interest charges and fees payable by Maker in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest rate applicable to the indebtedness evidenced by this Note to exceed the maximum rate allowed by law (the “Maximum Rate”), then such interest rate shall be lowered to the Maximum Rate.

3. Conversion. On the Maturity Date or Voluntary Prepayment Date, as the case may be, the Payee may, in its sole and absolute discretion, convert all or part of the principal and/or accrued interest of this Note into shares of common stock, par value $0.0001 per share (the “common stock”), of the Maker (the “Conversion Shares”) at a per share conversion price equal to 90% of the volume weighted average price of a share of common stock for the five trading days immediately prior to, but not including, the Maturity Date or Voluntary Prepayment Date, as the case may be (the “Conversion Price”); provided, however, that the Maker shall not be required to issue, and the Payee may not elect to convert the principal and/or accrued interest of this Note into, an aggregate number of Conversion Shares that would exceed the maximum number of shares of common stock permitted by Section 312.03 of the New York Stock Exchange Listed Company Manual to be issued without a vote of the Maker’s stockholders (such maximum number of shares, the “Exchange Cap”), unless the Maker’s stockholders have approved the issuance of common stock pursuant to this Note in excess of the Exchange Cap in accordance with the applicable rules of the New York Stock Exchange. The Payee shall provide the Maker with a written notice of the amount of the principal and/or accrued interest of this Note it wants to convert at least two business days prior to the Maturity Date or Voluntary Prepayment Date, as the case may be (with any remaining principal and accrued interest to be paid in lawful money of the United States, by wire transfer, to the account of the Payee as designed by the Payee in the written notice of conversion). As promptly as practicable after the Maker’s receipt of such notice and the Payee’s surrender of the Note to the Maker, the Maker (at its expense) will issue to the Payee the Conversion Shares.

4. Collection Costs; Application of Payments. In the event this Note is turned over to an attorney for collection, the Maker agrees to pay all reasonable costs of collection, including reasonable attorney’s fees and expenses and all out-of-pocket expenses incurred by the Payee in connection with such collection efforts. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any accrued, unpaid interest and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall constitute events of default (“Events of Default”):

5.1. Failure to Make Required Payments. Failure by Maker to pay the principal of or accrued interest on this Note within five (5) business days following the date when due.

5.2. Bankruptcy, Etc. The filing, as to the Maker, (i) of an involuntary petition which is not dismissed within sixty (60) consecutive days; or (ii) of a voluntary petition under the provisions of the Federal Bankruptcy Code or any state statute for the relief of debtors or the Maker shall make a general assignment for the benefit of creditors.

5.3. Change of Control. The consummation of any transaction as a result of which the current equity holders of Maker own less than fifty percent (50%) of the equity interests of Maker after the transaction. For the avoidance of doubt, any initial Business Combination involving Adit EdTech Acquisition Corp. shall not constitute a change of control transaction within the meaning of this section.

5.4. Sale of Assets. The consummation of a transaction resulting in the sale of all or substantially all of the assets of Maker or by any Maker’s primary operating subsidiaries.

6. Remedies. Upon the occurrence of an Event of Default specified in Section 5, the principal balance, all accrued but unpaid interest, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

7. Transfers. This Note, and the obligations and rights of the parties hereunder, shall be binding upon and inure to the benefit of the Maker, the holder of this Note, and their respective heirs, successors and assigns; provided, however, that the Maker may not transfer or assign its obligations hereunder, by operation of law or otherwise, without the consent of the Payee; and provided further that the Payee may not transfer or assign its rights hereunder, by operation of law of otherwise, except to an affiliate, a direct or indirect equity holder of the Payee or a successor to all or a substantial portion of the assets of the assets of the Payee, without the consent of the Maker. Notwithstanding anything else in this Note to the contrary, the right of any payee (or transferee) to receive principal or interest payments under this Note may be transferred only through the surrender of the current Note and reissuance of a new note by the Maker pursuant to the provisions of this paragraph.

8. No Rights as Stockholder. This Note does not entitle the Payee to any voting rights or other rights as a stockholder of the Maker except upon the conversion of this Note. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Payee, shall cause the Payee to be a stockholder of the Maker in respect of any of the Maker’s equity securities which would be issued in connection with any conversion of this Note. The Payee agrees that no past, present or future stockholder, director, officer or employee of the Maker shall have any personal liability under this Note for any claim based on, or in respect of, or by reason of, such obligations or their creation and the Payee waives and releases all such liability. The Payee recognizes and agrees that such waiver and release are part of the consideration for the issuance of the Note.

9. Waivers. Maker waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment.

10. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, or (iv) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Maker:

__________________________________

Email: ___________________

If to Payee:

EarlyBirdCapital, Inc.

366 Madison Avenue

8th Floor

New York, New York 10017

Email: [***]

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iii) the date reflected on a signed delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express mail or overnight delivery service.

11. Governing Law. This Note will be deemed to have been made and delivered in New York City and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to the principles of conflict of laws. The Maker hereby (i) agrees that any legal suit, action or proceeding arising out of or relating to this shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, (iii) waives trial by jury and (iv) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Maker further agrees to accept and acknowledge service or any and all process that may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York.

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, the Maker hereby executes this Note on the day and year first above written.


		[_______________]

By:
		Name:
		Title:

Exhibit D

Business Combination Securities Disclosure Documents. The Company agrees that in connection with any applicable offer, issuance or distribution of any securities by any person in connection with the consummation of a Business Combination (the “Business Combination Securities”), to the best of the Company’s knowledge, no registration statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation, any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, or any other marketing document used by the Company or any Registrant (as defined below) filed with or furnished to the Commission in connection with the Business Combination (each a “Business Combination Securities Disclosure Document”), in each case relating to such offer, issuance or distribution, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. The Company further represents and warrants to the best of its knowledge that any projections or other information provided by any Registrant or its representatives to the Representative or contained in any Business Combination Securities Disclosure Document will have been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable.

If requested by the Representative:

Prior to and after entering into any definitive agreement with respect to the Business Combination and until such time as such Business Combination is consummated:

The Company will furnish or arrange to have furnished to the Representative all information concerning the Company, the target business of such proposed Business Combination, any entity that succeeds or will succeed the Company as a public company in connection with the Business Combination, or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant”) and the proposed Business Combination that the Representative reasonably believes is needed in order to conduct the level of due diligence on the Registrant that a reasonable underwriter would conduct and will provide the Representative with reasonable access to the officers, directors, independent accountants, financial advisors, and legal counsel (“Registrant Representatives”) and properties of any Registrant as requested by the Representative. The Company shall take all reasonable steps requested by the Representative to ensure that each Registrant and each of the Registrant Representatives cooperate fully with all requests by the Representative for such information and access.

ii.

The Company shall provide drafts of all Business Combination Securities Disclosure Documents to the Representative and its legal

counsel reasonably in advance of the filing of any Business Combination Securities Disclosure Document with the Commission, to allow the Representative and its legal counsel reasonable time to request necessary or appropriate changes to such Business Combination Securities Disclosure Document before its filing or circulation. The Representative or its legal counsel shall notify the Company of any such requested changes as soon as possible and in any case no later than five business days after receipt by the Representative of the draft of such Business Combination Securities Disclosure Document, which requested changes shall be considered by the Company in good faith and incorporated into such Business Combination Securities Disclosure Document where practicable.

Prior to the consummation of the Business Combination, if the Business Combination does not directly or indirectly provide for the assumption of the Company’s obligations hereunder and the Company is not and will not be the surviving public company of such Business Combination, the Company shall ensure that each Target Business or other Registrant agrees to execute and deliver to the Representative a joinder agreement, in form and substance reasonably satisfactory to the Representative (such satisfaction not to be unreasonably withheld, delayed or conditioned), pursuant to which it shall join this Agreement as a signatory and a party and thus to be subject to all of the terms and conditions of this Agreement that remain in full force and effect after consummation of the Business Combination. In addition, in connection with the Business Combination, the Company will, and will use all reasonable efforts to cause each Registrant to, comply with the obligations and covenants of the Company set forth in this Agreement that then remain in full force and effect and comply in all material respects with all laws, rules and regulations applicable either to any Registrant and its business activities or to the Business Combination, as such laws, rules and regulations may be in effect at the time of the consummation of the Business Combination.

The Company shall reimburse the reasonable and documented legal expenses of a single counsel to the Representative in an amount not to exceed $150,000 (such actual amount, the “Expense Reimbursement”) in connection with the preparation of this Amendment and the Representative’s due diligence of the Company and the Registrant. The Expense Reimbursement is payable only upon consummation of the Business Combination. To the extent the Representative is required to make any filing with FINRA or otherwise to comply with FINRA rules in connection with the Business Combination, the Company shall, upon the reasonable request of the Representative accompanied by a reasonable explanation of the applicable requirement(s), provide all necessary cooperation to the Representative and shall provide or cause to be provided to the Representative all information that the Representative deems necessary in order to make any such filings and in order to comply with FINRA rules.

The Company acknowledges and agrees that nothing herein shall be interpreted to obligate the Representative to take any action, or to refrain from taking any

action, in connection with the Business Combination and any such actions will be undertaken by the Representative in its sole discretion and may be governed by a separate, definitive written agreement between the Representative and the Company or another Registrant as such parties may mutually agree.

The Company hereby agrees to indemnify and hold harmless the Representative and its affiliates and their respective directors, officers, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable out-of-pocket fees and expenses of counsel), as incurred, (collectively a “Claim”), that (A) are related to or arise out of any Business Combination and any Business Combination Securities Disclosure Document (including any untrue statements made or any statements omitted to be made) or (B) otherwise relate to or arise out of the Representative’s activities on the Company’s behalf, and the Company shall reimburse any Indemnified Person for all out-of-pocket expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party.

The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the fraud, bad faith, gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Business Combination except for any Claim incurred by the Company as a result of such Indemnified Person’s fraud, bad faith, gross negligence or willful misconduct.

The Company further agrees that it will not, without the prior written consent of the Representative which consent may not be unreasonably withheld, conditioned or delayed, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.

Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall promptly notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses, and the Representative will cooperate fully with such defense or settlement. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment

of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable out-of-pocket fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails to timely or diligently defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable out-of-pocket fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof (it being understood, however, that the Company shall not be liable for the fees and expenses of more than one counsel for all Indemnified Persons).

In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.

The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Representative is an Indemnified Person), the Company and the Representative shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Representative on the other, in connection with any business combination, subject to the limitation that in no event shall the amount of the Representative’s contribution to such Claim exceed the amount of fees actually received by the Representative from the Company at the closing of the Business Combination. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Representative on the other, shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its shareholders as the case may be, pursuant to the Business Combination (whether or not consummated) bears to (b) the fee paid or proposed to be paid to the Representative at the closing of the Business Combination.

The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.

Exhibit 10.31

DEUCALION PARTNERS, LLC

555 Madison Avenue, 5^th Floor

New York, New York 10022

CONFIDENTIAL

April 17, 2021

Griid Infrastructure LLC

2577 Duck Creek Road

Cincinnati, OH 45212

Attn: James D. Kelly III, Founder & CEO

Dear Trey:

The purpose of this letter is to confirm the engagement of Deucalion Partners, LLC, a Delaware limited liability company (“Deucalion”), to act as sole and exclusive advisor to Griid Infrastructure LLC, a Delaware limited liability company (collectively with its principals, affiliates and direct and indirect subsicliaries, the “Company”), in connection with the formulation, analysis and implementation of various options for (a) a sale, merger or business combination of the Company, and (b) restructuring, reorganization or other strategic alternative relating to the Company, in each case above, whether pursuant to a Transaction (as defined below) or any series or combination of Transactions between the Company and a to-be-determined entity(s) that is substantially introduced to the Company by Deucalion or with which Deucalion assists the Company in consummating a Transaction (each, a ‘‘Target”). For purposes hereof, a ‘‘Transaction” shall mean the direct or indirect (i) sale or issuance of outstanding or newly issued shares of the Company’s capital stock or equity interests, or any securities convertible into, or options, warrants or other rights to acquire such capital stock or equity securities of the Company to, from, by or with a Target; (ii) the acquisition of outstanding or newly issued shares of another person’s capital stock or equity interests, or any securities convertible into, or options, warrants or other rights to acquire such capital stock or equity securities of such person to, from, by or with a Target; (iii) sale of equity interests, assets or business of the Company or any other business combination or extraordinary corporate transaction involving the Company, in the case of (ii) and (iii) above, whether in one or a series of transactions, including, without limitation, by way of a negotiated purchase, merger, combination or consolidation (including with a “blank check” or special purpose acquisition company to, from, by or with a Target (‘SPAC”)), joint venture, reorganization, recapitalization or restructuring, tender or exchange offer, leveraged buyout, minority investment or partnership, strategic relationship, collaborative venture, divestiture or otherwise; or (iv) any transaction similar to any of the foregoing to, from, by or with a Target; provided that (A) no Transaction will involve a public offering of securities, and any private offering or sale of securities will be conducted in compliance with an applicable exemption from registration under the Securities Act of 1933 (the “Securities Act’’) (B) any securities received by a third party or Deucalion in a Transaction will be restricted securities within the meaning of Rule 144(a)(3) under the Securities Act; (C) no Transaction will result in a transfer of interests to a passive buyer or group of passive buyers; and (D) any buyer (or group of buyers), upon completion of the Transaction, will control and actively operate the Company or its business through the power to elect executive officers and approve the annual budget or by service as an executive or other executive manager or direct the management or policies of a company, through a right to vote 25% or more of a class of voting securities, or the power to sell or direct the sale of 25% or more of a class of voting securities. Collectively, the Company and Deucalion shall be known as the “Parties" and individually as a ‘Party.”

1.	Services to Be Rendered. In connection with its engagement hereunder, Deucalion proposes to undertake certain services on behalf of the Company, including, to the extent requested by the Company:

(a)

reviewing the business, assets and operations of the Company and its historical and projected financial condition;

(b)

evaluating and recommending financial and strategic alternatives with respect to a proposed Transaction; provided that any Transaction with a group of buyers or investors shall not have been formed with the advice or assistance of Deucalion;

(c)

advising the Company as to the timing and structure of a proposed Transaction; and

(d)

providing such other advisory and consulting services as are customary for similar transactions and as may be mutually agreed upon by the Company and Deucalion.

Not Registered Broker-Dealer or Investment Advisor. Deucalion is not a licensed securities broker or dealer or registered investment advisor. Therefore, in performing the services under this Agreement, Deucalion shall not (a) participate in or conduct any negotiations with any potential Targets in connection with a Transaction, (b) sell or offer to sell securities, unless such activities are appropriately exempt from applicable law, (c) directly, or indirectly through its affiliates, provide financing for the Transaction, (d) have the ability to bind any party to a Transaction, (c) have custody, control, or possession of, or otherwise handle, funds or securities issued or exchanged in connection with a Transaction, or (f) receive any transaction-based or success-based compensation unless permitted under an applicable exemption recognized by the SEC. Further, (i) any decision to enter into a Transaction shall be made solely by the Company and the proposed Target without the recommendation of Deucalion, and (ii) the Consulting Fees (as defined herein) have been established prior to, and independent of, determining the structure of the Transaction and will not vary based upon the type, structure, or amount of a Transaction.

Consulting Fees. As compensation for Deucalion’s services hereunder (and except as may be otherwise provided for in that certain Incentive Unit Award Agreement of even date herewith (the “Incentive Agreement’’), the Company hereby agrees to pay Deucalion (a) $400,000 (the “Cash Fee’’) plus (b) a 0.5% interest in the fully diluted equity of the Company as of the closing date of a Transaction (the ‘‘Equity Fee” and together with the Cash Fee, the “Consulting Fees”). The Cash Fee shall be considered to be earned and is due and payable on April 26, 2022 (the “Cash Fee Due Date’’) so long as Deucalion’s engagement as an advisor to the Company has not terminated prior to the Cash Fee Due Date; provided, however, that if the vesting of the Equity Fee is accelerated pursuant to Section 6 of the Incentive Agreement, then the Cash Fee shall be considered to be earned and shall be due and payable on such earlier date of the event cause the vesting of the Equity Fee to be so accelerated. The Equity Fee shall be issued to Deucalion within ten (10) days after the date of this letter agreement and shall be subject to the vesting terms and conditions of the Incentive Agreement. No fee payable to any other advisor by the Company or any other person in connection with the subject matter of this engagement shall reduce or otherwise affect any fee payable to Deucalion hereunder unless agreed to by Deucalion. For the avoidance of doubt, no Cash Fee shall be payable unless a Transaction is consummated during the term of this engagement letter.

Expenses. In addition to any fees that may be payable to Deucalion hereunder (and regardless of whether a Transaction occurs), the Company hereby agrees from time to time upon request, to promptly reimburse Deucalion for pre-approved travel and other out-of-pocket expenses incurred by Deucalion in performing its services hereunder, including the fees and expenses of legal counsel.

Term of Engagement. The term of Deucalion’s engagement as advisor to the Company shall commence on the date hereof and continue until the earlier of (a) the consummation of a Transaction and (b) twelve (12) months after the date hereof, unless extended by mutual written consent or earlier terminated by either party upon thirty (30) days’ prior written notice; provided, however, that no such termination shall affect, unless otherwise mutually agreed to in writing by the Parties (i) the indemnification, contribution and confidentiality obligations of the Company, (ii) the right of Deucalion to receive any Consulting Fees payable hereunder that accrued prior to the date of termination or (iii) the right of Deucalion to receive reimbursement for its out-of-pocket expenses as described above.

6.	Indemnity. The Company agrees to indemnify Deucalion and related persons in accordance with the indemnification provisions attached hereto as Schedule A which are incorporated herein by reference in their entirety.

Company Information. The Company agrees to provide to Deucalion all financial and other information requested by it for the purpose of its assignment hereunder. The Company agrees and represents that information furnished to Deucalion pursuant to this letter agreement shall be accurate and complete in all material respects at the time provided, and that if such information becomes inaccurate, incomplete, or misleading during the term of Deucalion’s engagement hereunder, the Company shall notify Deucalion in writing, In performing its services hereunder, Deucalion shall be entitled to rely upon and assume, without assuming any responsibility for independent verification, the accuracy and completeness of all information that is publicly available and of all information that has been furnished to it by the Company, or otherwise reviewed by Deucalion, and Deucalion shall not assume any responsibility or have any liability therefor. Deucalion shall have no obligation to conduct any valuation or appraisal of any assets or liabilities.

No Rights Conferred Upon Members, Shareholders, etc. Any advice rendered by Deucalion or its representatives pursuant to this letter agreement is intended solely for the benefit and use of management and the Board of Directors/Managers of the Company in considering and evaluating a Transaction, is not on behalf of, and shall not confer rights or remedies upon, any person other than the Board of Directors/Managers of the Company and may not be used or relied upon for any other purpose.

Confidentiality. The Company may not disclose, summarize or excerpt from or otherwise refer to any advice rendered by Deucalion, whether formal or informal, without our prior written consent, and all such advice will be treated by the Company as confidential. In addition, the Company may not refer to our name or the terms of our engagement without our prior written consent.

10.

Service of Process. The Company hereby consents to the service of any and all process which may be served in any suit, action, or proceeding arising out of or relating to this letter agreement by means of personal delivery or courier service, addressed to it at the following addresses: Griid Infrastructure LLC, 2577 Duck Creek Road, Cincinnati, OH 45212, and to the attention of any secretary, assistant secretary, or any other officer, director, managing agent, or general agent of the Company, and the Company hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have under New York law or any law of any State of the United States or of any other jurisdiction or otherwise to service of process in such manner.

11.

Publicity. Following the closing or public announcement of a Transaction, provided Deucalion obtains Company’s prior written consent, with such consent not to be unreasonably withheld, Deucalion may, at its own expense, place announcements or advertisements or otherwise publicize such Transaction and our role in it (which may include the reproduction of the Company’s logo and a hyperlink to the Company’s website) on our internet website and marketing brochures, and such other newspapers, journals and media as we may choose, stating that we acted as the exclusive financial advisor to the Company in connection with such Transaction.

12.

Governing Law; Jurisdiction. This letter agreement (including Schedule A) (a) shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof and no proceeding related directly or indirectly to this letter agreement shall be commenced, prosecuted, or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, (b) incorporates the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous agreements should they exist with respect thereto, (c) may not be amended or modified except in a writing executed by the Company and Deucalion and (d) shall be binding upon and inure to the benefit of the Company, Deucalion, the other Indemnified Parties and their respective successors and assigns. The Company (on the Company’s behalf and, to the extent permitted by applicable law, on behalf of the Company’s securityholders and creditors) and Deucalion agree to waive, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue of any such proceeding brought in any New Yark court specified in this paragraph and any claim that any such proceeding brought in any such court has been brought in an inconvenient forum and to waive all rights to trial by jury in any action, proceeding or counterclaim brought by or on behalf of either party with respect to any matter whatsoever relating to or arising out of any actual or proposed Transaction or the engagement of or performance by Deucalion hereunder.

13.

Limited Scope of Services. Deucalion will not be providing the Company with, and the Company will not look to Deucalion for tax, legal or accounting advice, and Deucalion agrees that nothing in this letter is intended to impose any conditions of confidentiality within the meaning of Section 6111 of the Internal Revenue Code of 1986, as amended, or U.S. Treasury Regulations Section 1.6011-4, and the Company may disclose to any and all persons, without limitation of any kind, the United States tax treatment (federal, state and local) and tax structure of any transaction and all materials of any kind relating to such tax treatment and tax structure.

14.

Certain Acknowledgments. Deucalion is a consulting services firm engaged directly and through its affiliates in other advisory services and sponsors and advises pooled investment vehicles, including SPACs. The Company understands and acknowledges that in performing the services in connection with this engagement Deucalion will not be under any duty to disclose to the Company, or use for the benefit of the Company, any confidential or non-public information obtained by us or our affiliates in the course of providing services to any other person or engaging in any other transaction (including as principal) or business activities. The Company acknowledges that, due to numerous factors, situations could arise in which your interests could be in conflict with the interests of other clients. Further, you understand that advice provided to you could differ or conflict with advice provided to such other clients. Deucalion represents and warrants that as of today Deucalion is not aware of any conflicts of interest with the Company. Deucalion agrees to notify Company should any such conflicts of interest arise in the future during the term of this engagement. Deucalion represents and warrants that, as of today neither Deucalion nor any of its officers, directors or employees have been barred from association with a broker-dealer by the SEC, any state, or any self-regulatory organization, and none of the foregoing is subject to a suspension from association with a broker-dealer.

The Company acknowledges that Deucalion, in connection with its engagement hereunder, is acting as an independent contractor with duties owing solely to the Company and that nothing in this letter agreement is intended to confer upon any other person any rights or remedies hereunder or by reason hereof. For the execution of its assignment, Deucalion may establish a team of qualified individuals from appropriate specialty areas either within Deucalion or from third-party consultants.

The Company further acknowledges that Deucalion also may receive fees from other parties, including parties pursuing a Transaction with the Company, for services it renders to such parties, including fees for introducing such parties to the Company and/or for consummating a Transaction with the Company. In such cases, Deucalion will not act as adviser to such other parties in connection with any Transaction with the Company, unless the Company consents in writing to such dual representation. The Company hereby waives, on its behalf and its affiliates, any conflicts of interest, whether known or unknown, or those that could arise from Deucalion or our affiliates receiving fees from other parties, including for introducing such parties to the Company and/or for consummating a Transaction with the Company.

15.

Required Information. Federal law and regulations require financial institutions to obtain, verify and record information that identifies each person with whom they do business prior to doing such business and to provide reasonable notice to such persons that the financial institution is verifying such person’s identity. Accordingly, the Company will provide Deucalion, as necessary and upon request, certain identifying information, including, without limitation, a government-issued identification number (e.g., a U.S. taxpayer identification number) and certain other information or documents necessary to verify the Company’s identity, such as certified corporate documentation, partnership agreement or trust instrument.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

If at any time during our engagement or thereafter you have any questions relating to billing or to regulatory compliance matters, you should contact the undersigned.

This letter agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter.


Very best regards,

DEUCALION PARTNERS, LLC

By		/s/ John J. D’Agostino
		Name: John J. D’Agostino
		Title: Senior Managing Director

Accepted and agreed to as of the date set forth above:


GRIID INFRASTRUCTURE LLC

By		/s/ James D. Kelly III
		Name: James D. Kelly III
		Title: Founder and Chief Executive Officer

[Signature Page to Engagement Letter]

SCHEDULE A

INDEMNIFICATION

Recognizing that transactions of the type contemplated in the attached letter agreement sometimes result in litigation and that Deucalion’s role is advisory, the Company agrees to indemnify and hold harmless Deucalion, its affiliates and their respective shareholders, members, managers, officers, directors, employees, agents and each other entity or person, if any, controlling, controlled by or under common control with Deucalion or any of its affiliates (collectively, the “Indemnified Parties”), from and against any losses, claims, damages, demands and liabilities (or actions or proceedings in respect thereof), joint or several, related to or arising in any manner out of any activities performed or services furnished pursuant to the attached letter agreement, the transactions contemplated thereby or Deucalion’s role in connection therewith (the “Indemnified Activities”). In addition, the Company will promptly reimburse the Indemnified Parties for all expenses (including, without limitation, fees and expenses of legal counsel), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened investigative, administrative, judicial, or regulatory claim, action or proceeding in any jurisdiction related to or arising in any manner out of any Indemnified Activities, whether or not in connection with pending or threatened litigation to which Deucalion (or any other Indemnified Person) or the Company or any of its securityholders is a party (collectively, “Proceedings’’). Notwithstanding the foregoing, the Company shall not be liable in respect of any losses, claims, damages, demands, liabilities or expenses that a court of competent jurisdiction shall have determined by final nonappealable judgment resulted solely from the gross negligence or willful misconduct of an Indemnified Party.

Upon receipt by an Indemnified Person of actual notice of a Proceeding against such Indemnified Person in respect of which indemnity may be sought hereunder, such Indemnified Person shall promptly notify the Company with respect thereto. ln addition, an Indemnified Person shall promptly notify the Company after any action is commenced (by way of service with a summons or other legal process giving information as to the nature and basis of the claim) against such Indemnified Person in respect of which indemnity may be sought hereunder. In any event, failure to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity or otherwise, except to the extent the Company shall have been materially prejudiced by such failure. The Company will, if requested by any Indemnified Person, assume the defense of any Proceeding in respect of which indemnity may be sought hereunder, including the employment of counsel reasonably satisfactory to Deucalion and the payment of the fees and expenses of such counsel, in which event, except as provided below, the Company shall not be liable for the fees and expenses of any other counsel retained by any Indemnified Person in connection with such litigation or proceeding. In any such litigation or proceeding the defense of which the Company shall have so assumed, any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) the Company and such Indemnified Person shall have mutually agreed in writing to the retention of such counsel or (b) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and such Indemnified Person and representation of both parties by the same counsel would, in the opinion of counsel to such Indemnified Person, be inappropriate due to actual or potential differing interests between the Company and such Indemnified Person. The Company shall not be liable for any settlement of any litigation or proceeding effected without its written consent, but if settled with such consent or if there is a final judgment against an Indemnified Person, the Company agrees to indemnify the Indemnified

Person from and against any loss or liability by reason of such settlement or judgment. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not any Indemnified Person is an actual or potential party to such Proceeding, without Deucalion’s written consent, which shall not be unreasonably withheld.

The Company agrees that if any indemnification or reimbursement sought pursuant to this Schedule A were for any reason not to be available to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated by this Schedule A, then the Company shall contribute to the amount paid or payable by such Indemnified Party in respect of losses, claims, damages and liabilities in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Deucalion, on the other, in connection with the transactions contemplated by the attached letter agreement (whether or not consummated) as well as any other equitable considerations. It is hereby agreed that the relative benefits to the Company and to Deucalion with respect to transactions contemplated by the attached letter agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid by the Company pursuant to transactions contemplated by the attached letter agreement (whether or not consummated) bears to (b) the fees paid or to be paid to Deucalion under the attached letter agreement. In no event shall the Indemnified Parties be required to contribute or otherwise be liable for an amount in excess of the aggregate amount of fees actually received by Deucalion pursuant to the attached letter agreement (excluding amounts received by Deucalion as reimbursement of expenses).

The Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any of its sccurityholders or creditors for or in connection with Deucalion’s engagement hereunder or the transactions contemplated by the attached letter agreement except for losses, claims, damages, liabilities or expenses that a court of competent jurisdiction shall have determined by final nonappealable judgment resulted solely from the gross negligence or willful misconduct of such Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have to an Indemnified Party, shall not be limited by any rights that an Indemnified Party may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company or an Indemnified Party.

The indemnity, reimbursement and contribution provisions set forth herein shall remain operative and in full force and effect regardless of (a) any withdrawal, termination or consummation of or failure to initiate or consummate any transaction contemplated by the attached letter agreement, (b) any investigation made by or on behalf of any party hereto or any person controlling (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) any party hereto, (c) any termination or the completion or expiration of the attached letter agreement or Deucalion’s engagement and (d) whether or not Deucalion shall, or shall not be called upon to, render any formal or informal advice in the course of such engagement.

Exhibit 10.31.1

Execution Version

FIRST AMENDMENT TO ENGAGEMENT LETTER AGREEMENT

This First Amendment (this “Amendment”) is made and entered into as of November 14, 2022, by and between Deucalion Partners, LLC, a Delaware limited liability company (“Deucalion”) and Griid Infrastructure LLC, a Delaware limited liability company (collectively with its principals, affiliates and direct and indirect subsidiaries, the “Company”). Collectively, the Company and Deucalion shall be known as the “Parties” and individually as a “Party.”

WHEREAS, the Parties have entered into an engagement letter agreement, dated as of April 17, 2021 (the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.

WHEREAS, the Parties desire to amend the terms of the Agreement in accordance with Section 12(c) thereof.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Amendment, and other good and valuable consideration the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

1. Amendment to Section 3 of the Agreement. Section 3 of the Agreement is hereby deleted in its entirety and Section 3 shall be amended and restated in its entirety to read as follows:

“3. Consulting Fees. As compensation for Deucalion’s services hereunder (and except as may be otherwise provided for in that certain Incentive Unit Award Agreement of even date herewith (the “Incentive Agreement”), the Company hereby agrees to pay Deucalion (a) $400,000 (the “Cash Fee”) plus (b) a 0.5% interest in the fully diluted equity of the Company as of the closing date of a Transaction (the “Equity Fee” and together with the Cash Fee, the “Consulting Fees”). The Cash Fee shall be considered to be earned on April 26, 2022 and payable on the consummation of a Transaction (the “Cash Fee Due Date”); provided, however, that if the vesting of the Equity Fee is accelerated pursuant to Section 6 of the Incentive Agreement, then the Cash Fee shall be considered to be earned and shall be due and payable on such earlier date of the event causing the vesting of the Equity Fee to be so accelerated. The Equity Fee shall be issued to Deucalion within ten (10) days after the date of this letter agreement and shall be subject to the vesting terms and conditions of the Incentive Agreement. No fee payable to any other advisor by the Company or any other person in connection with the subject matter of this engagement shall reduce or otherwise affect any fee payable to Deucalion hereunder unless agreed to by Deucalion.”

2. Amendment to Section 5 of the Agreement. Section 5 of the Agreement is hereby deleted in its entirety and Section 5 shall be amended and restated in its entirety to read as follows:

“5. Term of Engagement. The term of Deucalion’s engagement as advisor to the Company shall commence on the date hereof and continue until the consummation of a Transaction, unless extended by mutual written

consent or earlier terminated by either party upon thirty (30) days’ prior written notice; provided, however, that no such termination shall affect, unless otherwise mutually agreed to in writing by the Parties (i) the indemnification, contribution and confidentiality obligations of the Company, (ii) the right of Deucalion to receive any Consulting Fees payable hereunder that accrued prior to the date of termination or (iii) the right of Deucalion to receive reimbursement for its out-of-pocket expenses as described above.”

3. Effectiveness. This Amendment shall be effective as of the date first written above following the execution of this Amendment by the Parties. Any reference in the Agreement to “this Agreement” shall hereafter be deemed to refer to the Agreement as amended by this Amendment.

4. Governing Law; Jurisdiction. The provisions of Section 12 of the Agreement shall apply mutatis mutandis to this Amendment.

5. Full Force and Effect. Except as specifically amended herein, the Parties hereby acknowledge and agree that all of the terms and provisions set forth in the Agreement remain in full force and effect in all respects.

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.


DEUCALION PARTNERS, LLC

By:		/s/ John D. D’Agostino
Name:		John D. D’Agostino
Title:		Senior Managing Director

GRIID INFRASTRUCTURE LLC

By:		/s/ James D. Kelly III
Name:		James D. Kelly III
Title:		Chief Executive Officer and President

[Signature Page to First Amendment to Engagement Letter Agreement]

Exhibit 10.32

CONSULTING AGREEMENT

This Consulting Agreement, entered into on 18 August 2021 (the “Effective Date”), is

Between:

ADIT EDTECH ACQUISITION CORP., a Delaware Corporation with a place of business at 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105

(“ADIT EDTECH” and/or “ADIT” and/or “Company”)

And:

ARTHUR D. LITTLE LLC, a Delaware corporation with a place of business at 10 High Street, Boston MA 02110

(“ADL” and/or “Arthur D. Little”)

(hereinafter each a “Party” and collectively the “Parties”)

WHEREAS ADL is a company engaged in professional consulting for private and public enterprises, focusing among others, on strategy, innovation, and transformation,

WHEREAS Company and ADL wish to enter into this Agreement to set out the terms and conditions under which Company wishes ADL to, and ADL agrees to perform certain Services (as hereinafter defined) for Company.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PREMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

1. Definitions

Unless the context requires otherwise, the following terms shall have the meanings set out below when used in this Agreement:

“ADL Property” means the know-how, techniques, technologies, methods, concepts, tools, designs, inventions and programs and any other element covered by intellectual or industrial property rights owned or licensed by ADL prior to or independently of the Services;

“Deliverable(s)” means any item, such as documentation and reports, to be delivered by ADL to Company under this Agreement;

“Employees” means the one or more employee(s) or independent contractors of ADL who will actually perform the Services;


August 18, 2021				1

“Griid” means Griid Infrastructure LLC, a Delaware limited liability company;

“Non-Disclosure Agreement” means that certain Non-Disclosure Agreement dated as of July 1, 2021, by and between the Company and Griid;

“Services” means the services to be provided by ADL to Company as set out in Annex 1 to this Agreement, and includes, without limitation, the delivery to Company of the Deliverables, if any.

2.	Services

2.1	ADL shall perform the Services in accordance with the terms of this Agreement, including Annex 1.

2.2

ADL shall determine the manner in which the Services will be performed. ADL shall be entitled to engage third parties to perform part of its activities, without consultation with Company; provided that such third-parties execute a joinder to the Non-Disclosure Agreement prior to any engagement by ADL. ADL personnel performing the Services shall remain at all times under ADL’s sole authority.

2.3

Unless otherwise expressly agreed upon in writing, the time periods specified in Annex 1 are estimates and the actual time required to complete the Services and achieve the milestones may be longer or shorter than the time estimated depending on factors that known or in the control of ADL at the commencement of the project.

2.4

The performance of the Services will be coordinated through a representative to be appointed by each Party and whose names are identified in Annex 1. All communications relating to the provision of the Services shall be transmitted through the Parties’ representatives. Each Party may designate a new representative by notice to the other Party.

3.	Provision of Information by Company

3.1

Company will provide ADL in a timely manner and in the form as reasonably required by ADL, with all the cooperation, information, data and documentation as well as with human and technical means (“Information”) requested by ADL or which Company knows, or reasonably ought to know, could be of importance for the proper execution of the Services by ADL.

3.2	Company is responsible for the accuracy, completeness and reliability of the Information made available to ADL, including Information which originates from third parties.

3.3

If Company fails to provide the desired Information in a timely and appropriate manner and the performance of the Services is delayed or impaired, ADL will be entitled to charge Company the additional costs and fees resulting therefrom and/or to suspend performance of the services, without prejudice to its other rights and actions.


August 18, 2021				2

4.	Price and payment terms

Company shall pay ADL the “Fees” stipulated in Annex 1 and in accordance with the following conditions:

4.1

All prices indicated are exclusive of taxes. All amounts to be paid to ADL under this Agreement shall be net of any value added, sales, use, turnover, excise and other taxes, duties, charges or assessments of any kind required to be paid or withheld so that ADL receives the amounts stipulated herein as if no such taxes, duties, charges or assessments had been withheld or deducted. Company shall reimburse ADL for any taxes, duties, charges and assessments of any kind imposed on ADL as a result of or in connection with ADL’s performance of the Services.

4.2

Invoices from ADL are payable within thirty (30) business days after the invoice date, provided, however, that any down payment shall be paid within seven (7) business days of the date of invoice. ADL shall invoice Company in accordance with the milestones or other payment provisions specified in Annex 1.

4.3

In case of delay in receipt of any amount that has fallen due, Company shall pay to ADL interest at a rate equal to the lower of 1.5% per month or the highest rate permitted by applicable law on the overdue amount for the period from the date the amount became due until the amount has been received by ADL, without need for any prior formal notice. In addition, ADL may suspend its performance until the overdue amount is received.

4.4

Company shall notify ADL of any objections to its invoices within five (5) business days of receipt, absent which the invoice shall be deemed approved. Any such objections must be given in detail and in writing. No offset by Company is allowed. No payment shall be deemed made until the full amount is at ADL’s full disposal in its bank account. In the event of any dispute regarding an invoice, Company shall pay the undisputed portion of the invoice and negotiate in good faith with ADL to resolve the dispute.

4.5	Expenses incurred by ADL as a direct or indirect result of the performance of the Services shall be paid in accordance with the terms of Annex 1.

5.	Warranty

5.1

ADL warrants that the Services provided hereunder will be of a professional quality conforming to generally accepted industry standards. In addition, ADL represents and warrants that (a) none of the Services or any part of this Agreement is or will be inconsistent with any obligation ADL may have to others; (b) the Services as they are delivered to Company will not infringe, misappropriate or violate any intellectual property or other right of any person or entity; (c) ADL has the full right to provide Company with the assignments and rights provided for herein (including without limitation, through execution of appropriate written agreements with its employees, agents and contractors).


August 18, 2021				3

5.2

ADL shall not be liable for any loss or damage caused by an error made as a result of incorrect or incomplete Information provided by Company. ADL does not provide any warranty whatsoever regarding the results of any action or inaction taken by Company or any other party in reliance on the Services or any report or other information provided pursuant to this Agreement, and ADL shall in no respect be liable for any loss or damage as a result of or otherwise in connection with the implementation of the recommendations of ADL or for the consequences of any decision made by Company on the basis thereof. Implementation of the Services is under Company’s sole and exclusive responsibility and shall be at Company’s sole and exclusive risk.

5.3	THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE SPECIFICALLY DISCLAIMED.

6.	Limitation of liability

6.1

EXCEPT IN THE CASE OF BREACH OF CONFIDENTIALITY OR INFRINGEMENT, IN NO EVENT SHALL ADL OR COMPANY OR THEIR RESPECTIVE EMPLOYEES, AGENTS, OWNERS OR OFFICERS BE LIABLE TO THE OTHER PARTY FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AMOUNTS PAYABLE BY COMPANY TO ADL FOR SERVICES OR REIMBURSEMENT OF EXPENSES, AND EXCEPT IN THE CASE OF BREACH OF CONFIDENTIALITY OR INFRINGEMENT, THE LIABILITY OF ADL AND COMPANY AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OWNERS AND OFFICERS SHALL BE LIMITED TO THE AMOUNT RECEIVED BY ADL FROM COMPANY UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD PRECEDING THE CLAIM. The passage of thirty (30) days from the delivery of Services or deliverables to Company without written notice of non-acceptance from Company or Company’s use of the Services or deliverables shall constitute final acceptance of the Services or deliverables.

6.2

Company agrees to indemnify and hold ADL harmless from, and at ADL’s option defend ADL against any costs or liabilities of any nature and in whatever jurisdiction, which may be instituted, made or alleged against, or which are suffered or incurred by ADL and which relate to or arise from, directly or indirectly, the Services, including from implementation of their results including the Deliverables, use of Information provided to ADL, or performance of Services. Company agrees to reimburse ADL in full for all costs and expenses reasonably and properly incurred promptly on demand by ADL in connection with investigating, preparing or defending any such claim, provided that Company will not be responsible for and this indemnity will not apply to any claims or losses to the extent that they have arisen from ADL’s willful breach or gross negligence.

6.4	The provisions of this article 6 shall survive without any limitation the termination of any Services.


August 18, 2021				4

6.5	No action, regardless of form, shall be brought against either party or its employees, agents, owners or officers more than one year after the occurrence of the circumstances giving rise to the cause of action became known to such party.

7.	Intellectual property rights

7.1	ADL remains at all times owner of all rights and title over ADL Property and any tools, methods, know-how, designs, and any element covered by intellectual or industrial property rights or and developed in the course of performance of the Services, whether embodied in the Deliverables or not.

Company acknowledges and agrees that it has no claim on the intellectual and other property rights owned by ADL, nor a right to use or register them or have them registered in any way.

7.2	After payment of all Fees owed by Company to ADL, Company will own the Deliverables.

Each reproduction of the Deliverables allowed by ADL will be preceded by the following disclaimer:

“This document was drafted by Arthur D. Little LLC. (hereinafter “ADL”) at the request of ADIT EdTech Acquisition Corp. on terms specifically limiting ADL’s liability. The conclusions of this document are the result of the professional judgement of ADL, based in part on materials and information provided to ADL by ADIT EdTech Acquisition Corp. and others. The use of this document by any third party, so authorized by ADL, for whatever purpose should not, and does not, release such third party from its duty to apply due diligence in verifying the document’s contents. Any use of this document by a third party, or any reliance on it, or decisions to be made based on it, are the exclusive responsibility of such third party. ADL accepts no obligation or liability in respect of any such third party, and no responsibility whatsoever for possible loss suffered by any third party as a result of decisions or actions based on this document”.

Each use of the Deliverables must be in accordance with the quality, image and reputation of ADL and may not adversely affect, diminish or damage that reputation or image.

ADL hereby grants to Company an irrevocable, royalty free, world-wide license to use, distribute, transmit, reproduce and publish ADL Property solely in connection with the Deliverables.

8.	Confidentiality - Publicity

8.1	ADL has executed a joinder to the Non-Disclosure Agreement and has agreed to be bound by terms thereof as a “Representative” of the Company.


August 18, 2021				5

8.2

Notwithstanding the foregoing, upon completion of the Services, ADL will be entitled to present a selection of clients’ projects, including the Services, as case studies in ADL’s corporate brochures and other marketing materials, and in displays on ADL’s premises, as well as in proposals, identifying the Company by name and providing a general description of the Services, not revealing any confidential information.

10.

Duration

10.1	Term - This Agreement will commence on the Effective Date and will continue in force until the completion of the Services and all related obligations, unless terminated according to the terms of this Agreement.

10.2

Termination for Convenience - Each Party may terminate this Agreement at any time for convenience provided that it delivers to the other Party written notice of its intention to do so, at least thirty (30) calendar days prior to the effective date of termination. Should the case arise, Company shall pay ADL for the Services performed up to the effective date of termination. If the Fees for Services are based on ADL achieving identified milestones, Company shall pay ADL up to and including the last milestone achieved prior to the effective date of termination. In addition, Company shall pay to ADL the hourly rate specified in Annex 1, if any, multiplied by the number of hours of Services that ADL can demonstrate to Company’s satisfaction, were performed between the date that milestone was achieved and the effective date of termination.

10.3	Termination for Cause – Each Party may terminate this Agreement effective immediately upon delivery of notice of termination to the other Party if:

(i) The other Party commits a material breach of this Agreement, and fails to rectify the situation within thirty (30) calendar days after the terminating Party delivering notice of the breach or failure to perform; or

(ii) The other Party becomes insolvent, or a receiver or receiver-manager is appointed for any part of the property of that other Party, or for the benefit of its creditors or files in bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against that Party.

If one Party terminates this Agreement for cause, Company shall pay to ADL any amount due for the Services rendered up to the effective date of termination, provided that if the Fees for Services are based on identified milestones being achieved, Company shall pay ADL only for those milestones achieved to the satisfaction of Company prior to the effective date of termination and shall not pay, nor be liable to pay, ADL any additional compensation.

10.4	Any provision of this Agreement which expressly states it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.

10.5

Return of materials, equipment and Confidential Information—Upon termination or expiration of this Agreement, or at any time upon request by Company, ADL shall immediately deliver up to Company, at ADL’s own expense and risk, all Confidential Information of Company and all copies thereof, and all other materials, documents, information, contracts, equipment, materials and property, in ADL’s possession, charge, control, or custody which are owned by, or related in any way to the business or affairs of Company.


				6

11.

Restrictive Covenants

11.1

Non-Solicitation of Employees – During the Agreement and during a period of twelve (12) months after its expiration or termination, neither Party may conclude directly or indirectly an employment, collaboration or consultancy agreement (for example in the capacity of an employer, principal, or agent) with a former or current employee or associate, or a company controlled by an employee or associate, of the other Party who was directly or indirectly involved in the negotiation of the Agreement and performance of the Services, even if the solicitation comes from the employee. Neither Party will attempt to encourage or persuade such an employee or associate to terminate his/her agreement with the other Party. In the event that a Party is found to be in breach of this article, it shall pay the other Party by way of liquidated damages an amount equal to the aggregate gross annual salary of the person so employed or engaged. This provision shall be without prejudice to any rights to seek injunctive relief. The Parties hereby acknowledge and agree that the above-mentioned formula is a reasonable assessment by them of the costs they would incur by the loss of the person so employed or engaged.

12.

Governing Law and settlement of disputes

12.1	The laws of Massachusetts shall govern this Agreement without giving effect to the conflict of law provisions thereof.

12.2

Except for emergency situations requiring summary proceedings, in the event of a dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, the Parties shall first seek settlement of that dispute by mediation, by one mediator appointed in accordance with mediation procedure, which procedure is deemed to be incorporated by reference into this clause or by the president of the commercial court of Massachusetts.

12.3	If the dispute is not settled by mediation within two months of the appointment of the mediator, or such further period as the Parties shall agree in writing, the dispute shall be referred to and finally resolved as follows:

12.4	Any disputes arising from or otherwise in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the courts of Massachusetts.

13.

Miscellaneous

13.1

Entirety and Amendment - This Agreement together with its Annexes represents the entire agreement between the Parties, except any nondisclosure agreement regarding the subject matter and which may have been signed by the Parties prior to entering into this Agreement, and supersedes any general conditions of either Party.

This Agreement may be amended, modified or supplemented only when approved in writing by the duly authorized representatives of each of the Parties.


				7

13.2

Severability - In the event that a provision of this Agreement shall be void or unenforceable by reason of any provision of applicable law, it shall be deleted and the remaining provisions hereof shall remain in full force and effect. The Parties shall endeavour in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

13.3

Waiver - No course of dealing or failure of either party to strictly enforce any term, right, or condition of this Agreement shall be construed as a waiver in whole or in part of any such terms, rights, or conditions, or as consent to any future waivers in whole or in part of such terms, rights, or conditions.

13.4

Force majeure. Neither Party shall be liable for any delay or failure of performance due to unforeseeable circumstances, or other causes beyond its control, including, without limitation, war, embargoes, riots, or governmental decisions, provided that the Party subject to such event shall have given prompt written notice to the other Party and provide its best efforts to mitigate the effects of the force majeure event.

Subject to the above notification, performance of this Agreement shall be suspended for a period equal to the period during which the force majeure event lasts.

Should the period of force majeure continue for more than one (1) month, the Parties shall meet and discuss in good faith whether the termination of this Agreement would be appropriate and, if so, under what conditions. In the absence of a mutual agreement within fifteen (15) business days from the date of the Parties’ first meeting, either Party may terminate this Agreement upon written notice to the other Party and without any liability whatsoever.

13.5

Waiver Regarding Trust Funds. ADL acknowledges that, in accordance with the Company’s IPO prospectus, that certain trust agreement referred to therein and the Company’s amended and restated certificate of incorporation, the Company has established a trust account as described in the Company’s IPO prospectus (the “Trust Account”) containing the proceeds from its IPO and other transactions in connection therewith. ADL hereby irrevocably waives any such claims it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement or any other agreement with the Company, or any other matter and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement). ADL agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Agreement, and ADL further intends and understands such waiver to be valid, binding and enforceable against ADL and each of its affiliates under applicable law. Notwithstanding the foregoing, nothing contained in this Paragraph 0 shall serve to limit or prohibit (a) ADL’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account, for specific performance or other non-monetary relief, or (b) any claims that ADL may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds).


				8

13.6

No Recourse Against Non-Parties. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any party under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement.

13.5	Notices - Any notice or communication to be given by either Party shall be deemed sufficiently given if sent by email confirmed by registered or certified mail, return receipt requested, and addressed as follows:

To ADIT:

David L. Shrier, CEO

ADIT EDTECH ACQUISITION CORP.

1345 Avenue of the Americas, 33rd Floor

New York, NY 10105

To ADL:

Sean McDevitt, Partner

Arthur D. Little, LLC

10 High Street

Boston, MA 02110

Such addresses may be changed from time to time by either Party by providing written notice in the manner set forth above.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]


				9

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date.


Adit EdTech Acquisition Corp.	Arthur D. Little, Inc.

By: /s/ David L. Shrier	By:	/s/ Sean McDevitt
Name: David L. Shrier	Name: Sean McDevitt
Title: CEO	Title: Partner

Date: 8/18/2021	Date: 8/18/2021


				10

ANNEX 1 to ADL – ADIT EDTECH CONSULTING AGREEMENT

Clover Diligence

Proposal

[***]

Exhibit 23.3

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the inclusion in this Registration Statement of Adit EdTech Acquisition Corp. on Amendment No. 4 to Form S-4 (File No. 333-261880) of our report dated March 21, 2022, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the financial statements of Adit EdTech Acquisition Corp. as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and for the period from October 15, 2020 (inception) through December 31, 2020, which report appears in the proxy statement/prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such proxy statement/prospectus.

/s/ Marcum LLP

Marcum LLP

New York, NY

February 8, 2023

Exhibit 23.4

Consent of Independent Auditor

We consent to the use in this Amendment No. 4 to the Registration Statement (No. 333-261880) on Form S-4 of Adit EdTech Acquisition Corp. of our report dated March 21, 2022, except for the restatement described in Note 2, as to which the date is February 9, 2023, relating to the consolidated financial statements of GRIID Infrastructure, LLC and Subsidiaries, appearing in the proxy statement/prospectus, which is part of this Registration Statement.

We also consent to the reference of our firm under the heading “Experts” in such proxy statement/prospectus.

/s/ RSM US LLP

Austin, Texas

February 9, 2023

Exhibit 99.2

February 9, 2023

Board of Directors

Adit EdTech Acquisition Corp.

1345 Avenue of the Americas, 33rd Floor

New York, NY 10105

Re:	Amendment No. 4 to Form S-4 of

Adit EdTech Acquisition Corp, filed February 9, 2023 (the “Amended Registration Statement”)

Members of the Board of Directors:

Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respect to the fairness from a financial point of view of the Merger Consideration (as defined in the Opinion Letter) that was to be issued by Adit Ed Tech Acquisition Corp. (the “Company”) pursuant to the initial Agreement and Plan of Merger between the Company, Griid Holdco LLC and ADEX Merger Sub, LLC, a wholly-owned subsidiary of the Company, dated November 29, 2021.

The Opinion Letter is provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the transaction contemplated therein. We understand that the Company has determined to include our opinion in the Amended Registration Statement. In that regard, we hereby consent to the reference to our Opinion Letter under the caption “Questions and Answers About the Transaction Proposals for ADEX Stockholders – Did the board of directors of ADEX obtain a fairness opinion in determining whether or not to proceed with the merger?”, “Summary of the Proxy Statement/Prospectus – Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration,” and “Proposal No. 1—The Merger Proposal – The Merger – Opinion of Financial Advisor to the ADEX Board Related to the Initial Merger Consideration” and to the inclusion of the foregoing opinion in the Proxy Statement/Prospectus included in the Amended Registration Statement. Notwithstanding the foregoing, it is understood that our consent is being delivered solely in connection with the filing of the Amended Registration Statement and that our Opinion Letter is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to, in whole or in part in any registration statement (including any subsequent amendments to the Amended Registration Statement), proxy statement or any other document, except in accordance with our prior written consent. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

LOGO

Lincoln International LLC

Exhibit 107

Calculation of Filing Fee Tables

FORM S-4

(Form Type)

ADIT EDTECH ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered⁽¹⁾⁽²⁾

Proposed
Maximum
Offering
Price
Per Unit

Maximum
Aggregate
Offering
Price

Fee
Rate

Amount of
Registration
Fee

Carry
Forward
Form

Type

Carry
Forward
File

Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward

Newly Registered Securities

Fees Previously Paid

Equity

Common stock, par value $0.0001 per share

457(f)(2)

58,500,000

N/A

$159,570⁽³⁾

0.0001102

$17.59⁽⁴⁾

Fees Previously Paid

Equity

Common stock, par value $0.0001 per share

457(f)(2)

308,100,000

N/A

$789,330⁽⁵⁾

0.0000927

$74.00⁽⁶⁾

Carry Forward Securities

Carry Forward Securities

—

Total Offering Amounts

$948,900⁽³⁾

$91.59

—

Total Fees Previously Paid⁽⁷⁾

$91.59

Total Fee Offsets

—

Net Fee Due

—

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	The number of shares of common stock of Adit EdTech Acquisition Corp. being registered represents the number of shares of common stock to be issued in connection with the proposed merger described herein.

(3)

Estimated solely for purposes of calculating the incremental increase in the maximum aggregate offering price of the securities being registered and for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Griid Holdco LLC, a Delaware limited liability company (“GRIID”), is a private company, no market exists for its securities, and GRIID has an accumulated deficit. Therefore, the proposed maximum aggregate offering price of $948,900 is calculated by multiplying one-third of the stated value per GRIID limited liability company membership unit expected to be exchanged and cancelled in the proposed merger, which is $0.063548, by the maximum number of GRIID limited liability company membership units expected to be exchanged and cancelled in the proposed merger, which is 14,932,009.

(4)	Calculated by multiplying the incremental increase in the proposed maximum aggregate offering price of securities being registered by 0.0001102.

(5)

Previously estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. GRIID is a private company, no market exists for its securities, and GRIID has an accumulated deficit. Therefore, the proposed maximum aggregate offering price was $789,330, calculated by multiplying one-third of the stated value per GRIID limited liability company membership unit expected to be exchanged and cancelled in the proposed merger, which was $0.063548, by the number of GRIID limited liability company membership units expected to be exchanged and cancelled in the proposed merger, which was 12,421,000.

(6)	Previously calculated by multiplying the proposed maximum aggregate offering price of securities being registered by 0.0000927.

(7)	Previously paid in connection with previous filings of this registration statement on December 23, 2021 and December 7, 2022.