RISK FACTORS

In addition to the other information included and incorporated by reference in this proxy statement/prospectus, SilverSun stockholders should carefully consider the matters described below to determine whether to approve the Proposals. Additional risks and uncertainties are described in detail under the caption “Risk Factors” in SilverSun’s Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference.

Risks Relating to the Mergers

The Mergers are subject to a number of conditions, some of which are beyond the control of the parties to the Merger Agreement.

The Merger Agreement contains a number of closing conditions, including the following conditions that apply to the obligations of each of SilverSun, Rhodium, Merger Sub I and Merger Sub II:

•        SilverSun shall have obtained the approval of its stockholders to adopt the Merger Agreement, the Separation Agreement, the 2023 Plan and the Amended and Restated Certificate of Incorporation;

•        Rhodium shall have obtained the approval of its Class B stockholders to adopt the Merger Agreement;

•        the SEC shall have declared the registration statement, of which this proxy statement/prospectus forms a part, to be effective, and no stop order concerning the registration statement shall be in effect;

•        the Form 10 shall have become effective and no stop order concerning the Form 10 being in effect;

•        the shares of SilverSun Class A common stock to be issued to SilverSun stockholders and Rhodium stockholders pursuant to the Merger Agreement shall have been approved for listing on Nasdaq pursuant to Nasdaq Listing Rules 5635, subject only to official notice of issuance;

•        the parties to the Merger Agreement shall have received all approvals with any governmental body necessary to consummate the transaction, including, but not limited to, the expiration or termination of the waiting period under the HSR Act; and

•        none of the parties to the Merger Agreement shall be subject to any decree, order or injunction of a U.S. court of competent jurisdiction that prohibits the consummation of the Mergers.

In addition to the conditions described above, neither SilverSun nor Rhodium is obligated to effect the Mergers unless the following conditions, as applicable, are satisfied or waived by that party on or before the Closing:

•        The representations and warranties of the other party shall be true and correct as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), subject to certain exceptions depending on the specific representation and warranty.

•        The other parties shall have performed in all material respects their covenants and agreements under the Merger Agreement.

•        No event, circumstance, development, change or effect shall have occurred since the date of the Merger Agreement that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the other party.

There can be no assurance regarding when these conditions will be satisfied or other closing conditions, if at all.

The SilverSun Legacy Stockholders will have a significantly reduced ownership and voting interest after the Mergers and will exercise little to no influence over management of the Combined Company.

After the completion of the Mergers, the SilverSun Legacy Stockholders will own a significantly smaller percentage of the Combined Company than they currently own of SilverSun. Upon completion of the Mergers, the SilverSun Legacy Stockholders will retain approximately 3.2% of SilverSun’s voting power and indirect economic interest of its subsidiaries. The Rhodium Legacy Stockholders will receive approximately 96.8% of SilverSun’s voting power, and Imperium will hold 100% of the SilverSun Class B common stock following the consummation of the

Mergers. Consequently, the SilverSun Legacy Stockholders as a group, will have significantly reduced ownership and voting power in the Combined Company compared to their ownership and voting power in SilverSun prior to the completion of the Mergers. In particular, SilverSun stockholders, as a group, will have minimal ownership and voting power of SilverSun and therefore will be able to exercise little to no influence over the management and policies of the Combined Company.

The SilverSun stockholders may not realize the value being attributed to their retained SilverSun shares as the result of the Mergers.

As part of the consideration in respect of the Mergers, (i) Rhodium will pay to SilverSun $10 million of cash (approximately $8,500,000 of which will be used by SilverSun to pay the Dividend and the balance of which will be used to pay certain transaction expenses, including tax payments), and (ii) Rhodium will assume approximately $1 million of SilverSun’s income tax liabilities related to the Distribution. In addition, the SilverSun Legacy Stockholders will retain approximately 3.2% of the combined company’s voting power immediately after the Closing which is intended to represent approximately $20.5 million in equity (“Retained Interest Valuation”). The stockholders of SilverSun at the close of business on the Dividend and Distribution Record Date will also receive their proportionate share of the shares of SilverSun Holdings to be distributed in the Distribution. The Retained Interest Valuation was determined in September 2022, prior to the execution of the Merger Agreement. Since that time, there have been declines in the value of Bitcoin and the cryptocurrency and blockchain industries have been subject to negative publicity. As the result of the foregoing, the expectation that the value of Bitcoin will remain volatile, and the existing and evolving government regulations impacting the cryptocurrency and blockchain industries, there can be no assurance that the value being attributed to the SilverSun shares being retained by the SilverSun Legacy Stockholders will be realized by the SilverSun stockholders.

SilverSun has incurred and will incur significant transaction costs in connection with the Mergers.

Except as otherwise provided in the Merger Agreement, whether or not the Mergers are consummated, all expenses incurred by any party or on its behalf in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses. Such expenses are expected to be significant.

While the Mergers are pending, SilverSun will be subject to business uncertainties and contractual restrictions that could adversely affect its businesses.

Uncertainty about the effect of the Mergers on employees, customers and suppliers may have an adverse effect on SilverSun and, consequently, on the Combined Company. These uncertainties may impair SilverSun’s ability to attract, retain and motivate key personnel until the Mergers are consummated and for a period of time thereafter, and could cause customers, suppliers and others who deal with SilverSun to seek to change existing business relationships with SilverSun. Employee retention may be particularly challenging during the pendency of the Mergers because employees may experience uncertainty about their future roles with the Combined Company. If, despite SilverSun’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company, the Combined Company’s business could be seriously harmed.

Failure to complete the Mergers could negatively impact the stock price and the future business and financial results of SilverSun because of, among other things, the disruption that would occur as a result of uncertainties relating to a failure to complete the Mergers.

If the Mergers are not completed for any reason, SilverSun could be subject to several risks, including the following:

•        being required to pay Rhodium a termination fee of $5,000,000 in certain circumstances, as described under “The Merger Agreement — Expenses and Termination Fees” beginning on page 86;

•        having had the focus of management of SilverSun directed toward the Mergers and post-merger planning instead of on the SilverSun’s core business and other opportunities that could have been beneficial to SilverSun; and

•        incurring substantial transaction costs related to the Mergers.

In addition, SilverSun would not realize any of the expected benefits of having completed the Mergers.

If the Mergers are not completed, the price of SilverSun common stock may decline to the extent that the current market price of that stock reflects a market assumption that the Mergers will be completed and that the related benefits and synergies will be realized, or as a result of the market’s perceptions that the Mergers were not consummated due to an adverse change in SilverSun’s business. In addition, SilverSun’s business may be harmed, and the prices of its stock may decline as a result, to the extent that customers, suppliers and others believe that SilverSun cannot compete in the marketplace as effectively without the Mergers or otherwise remain uncertain about SilverSun’s future prospects in the absence of the Mergers.

Similarly, current and prospective employees of SilverSun may experience uncertainty about their future roles with the Combined Company and choose to pursue other opportunities, which could adversely affect SilverSun, as applicable, if the Mergers are not completed. The realization of any of these risks may materially adversely affect the business, financial results, financial condition and stock price of SilverSun.

Some of the directors and executive officers of SilverSun have interests in the Mergers that are different from the interests of the SilverSun stockholders generally.

When considering the recommendation of the SilverSun Board with respect to the Mergers, SilverSun stockholders should be aware that some directors and executive officers of SilverSun and their affiliates have interests in the Mergers that are different from, or in addition to, the interests of the SilverSun stockholders generally. SilverSun stockholders should consider these interests in conjunction with the recommendation of the directors of SilverSun to approve the Merger Agreement, the Mergers and the other transactions in connection with and contemplated thereby. These interests are described more fully in “The Mergers — Interests of Certain SilverSun Directors and Executive Officers in the Merger” beginning on page 14.

The Mergers will result in Imperium, which is currently Rhodium’s largest and controlling owner, holding a substantial portion of the common stock of the Combined Company, with the right to appoint a significant portion of the members of the board of directors of the Combined Company (the “Combined Company Board”), and its interests may conflict with those of other stockholders.

Following the Mergers, Imperium, which is currently Rhodium’s largest and controlling owner, will control approximately 49% of the Combined Company, thereby resulting in Imperium having the ability to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of the Combined Company, changes to its organizational documents and significant corporate transactions, and certain decisions that it makes. For so long as Imperium continues to own substantial portions of the Combined Company’s voting stock, Imperium may be able to cause or prevent certain transactions of the Combined Company or a change in the composition of the Combined Company Board. The interests of Imperium with respect to matters potentially or actually involving or affecting the Combined Company, such as future acquisitions, financings and other corporate opportunities and attempts to acquire the Combined Company, may conflict with the interests of its other stockholders.

For example, Imperium may have different tax positions from the Combined Company’s other stockholders, especially in light of the Tax Receivable Agreement, that could influence its decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, the timing or amount of distributions by Technologies, or the termination of the Tax Receivable Agreement and acceleration of the Combined Company’s obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to the Combined Company’s tax reporting positions may take into consideration tax or other considerations of Imperium, including the effect of such positions on the Combined Company’s obligations under the Tax Receivable Agreement and with respect to the amount of tax distributions, which may differ from the considerations of us or other stockholders. These decisions could adversely affect the Combined Company’s liquidity or financial condition.

So long as Imperium controls a significant amount of the Combined Company’s stock, Imperium will be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of the Combined Company, changes to its organizational documents and significant corporate transactions, and certain decisions that the Combined Company makes with respect to its management of the Combined Company’s subsidiaries. In any of these matters, the interests of the owners of Imperium may differ or conflict with the interests of the Combined Company’s other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of the Combined Company’s common stock to the extent investors perceive a disadvantage in owning stock of a company with a stockholder that controls such a large portion of its voting stock.

Risks Related to Ownership of SilverSun Common Stock

SilverSun’s stock price may be volatile, and the market price of SilverSun common stock may decline in value following the Transactions.

There may be significant fluctuations in the market price of SilverSun Class A common stock after the Transactions. Historically, the market price of SilverSun’s common stock has fluctuated, and the Rhodium common stock has never been publicly traded, listed on a stock exchange or quoted on a quotation system. Any price fluctuations of SilverSun Class A common stock may be unrelated or disproportionate to the actual operating performance of the Combined Company and may be due to factors beyond SilverSun’s control. Moreover, if the market price of the Combined Company’s Class A common stock becomes subject to significant fluctuations following the Mergers, the value of the shares of SilverSun common stock at any given point in time could be less than the value of SilverSun Class A common stock immediately after completion of the Mergers.

Broad market and industry factors, as well as factors specifically relating to SilverSun and its business, may adversely affect the market price of SilverSun Class A common stock. Some of the factors that may cause the market price of the Combined Company’s Class A common stock to fluctuate include:

•        actual or anticipated variations in SilverSun’s financial results;

•        changes in estimates or recommendations by securities analysts, if any, covering SilverSun common stock;

•        the failure of the Combined Company to meet its analysts’ expectations;

•        conditions or trends in the industry in which SilverSun operates, including governmental or regulatory changes affecting cryptocurrency mining;

•        announcements by SilverSun or its competitors of significant acquisitions, strategic partnerships or divestitures;

•        additions or departures of key personnel;

•        the entry into, or termination of, key agreements or arrangements affecting SilverSun’s business or operations; and

•        future sales of SilverSun’s securities, including sales of Class A common stock by its directors and officers or its strategic investors.

The Combined Company does not expect to pay dividends on its common stock in the short term.

Except for the Dividend to be distributed to SilverSun stockholders immediately following the Mergers, the Combined Company anticipates that it will retain its earnings, if any, for future growth. The Combined Company may never pay any other dividends, and is not party to any contractual obligation to do so. Any determination to pay dividends in the future will be at the discretion of the Combined Company Board and will depend upon The Combined Company’s results of operations, financial condition, contractual limitations, restrictions imposed by applicable law, business and investment strategy and any other factors that the Combined Company Board deems relevant. As a result, the appreciation, if any, of the price of SilverSun’s Class A common stock may be the only source of a return to the SilverSun stockholders.

The Combined Company may seek to raise additional funds, finance additional acquisitions or develop strategic relationships by issuing additional securities, including capital stock.

In the future, the Combined Company may seek to raise additional funds, finance additional acquisitions or develop or engage in strategic relationships by issuing equity or debt securities. The issuance of equity securities, including debt securities that are convertible into equity, would reduce the percentage ownership of the Combined Company’s existing stockholders. Furthermore, any newly issued equity securities could have rights, preferences and privileges senior to those of the holders of the SilverSun common stock. The issuance of new debt securities could subject the Combined Company and its subsidiaries to covenants which constrain the Combined Company’s ability to grow or otherwise take steps that may be favored by holders of SilverSun common stock.

Provisions of the Combined Company’s organizational documents and Delaware law may delay or deter a change of control of SilverSun.

Following the Mergers, the Combined Company’s organizational documents will contain provisions that may have the effect of discouraging, delaying or preventing a change of control of, or unsolicited acquisition proposals for, the Combined Company. These include provisions that:

•        vest the Combine Company Board with the sole power to set the number of directors of the Combined Company;

•        limit the persons that may call Special Meetings of stockholders;

•        establish advance notice requirements for stockholder proposals and director nominations; and

•        limit stockholder action by written consent.

For a more detailed description of these provisions, see “Description of Capital Stock of the Combined Company”, as well as the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SilverSun attached as Annex C to this proxy statement/prospectus.

Also, the Combined Company Board has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares, all without stockholder approval. Any series of preferred stock of SilverSun is likely to be senior to its common stock with respect to dividends, liquidation rights and, possibly, voting rights. The ability of the Combined Company Board to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus adversely affecting the market price of SilverSun’s Class A common stock.

In addition, Delaware corporate law makes it difficult for stockholders that recently have acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the directors’ wishes. Under Section 203 of the DGCL, a Delaware corporation such as SilverSun may not engage in any merger or other business combination with an interested stockholder or such stockholder’s affiliates or associates for a period of three years following the date that such stockholder became an interested stockholder, except in limited circumstances, including by approval of the corporation’s board of directors. See “Description of Capital Stock of the Combined Company” beginning on page 171.

If the Distribution does not qualify for its intended tax treatment, holders of SilverSun common stock could be subject to tax in connection with the receipt of SilverSun Holdings common stock.

The rules for determining whether a distribution such as the Distribution qualifies for tax-free treatment for federal income tax purposes are complex and depend on all the relevant facts and circumstances. If SilverSun receives the Distribution Tax Opinion (as defined in the section “Material U.S. Federal Income Tax Consequences”), SilverSun intends to treat the Distribution as a tax-free distribution to SilverSun stockholders under Section 355(a) of the Code. The receipt of such tax opinion is not a condition to closing of the Distribution or Mergers. The tax opinion will be subject to customary qualifications and assumptions, and will be based on factual representations and undertakings of SilverSun and SilverSun Holdings. The failure of any factual representation or assumption to be true, correct and complete in all material respects, or any undertakings to be fully complied with, could affect the validity of the tax opinion. Moreover, the tax opinion will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set forth in the tax opinion. SilverSun does not intend to obtain an IRS private letter ruling regarding qualification of the Distribution as a distribution under Section 355(a) of the Code. Therefore, no assurances can be given that the Distribution will qualify as a distribution under Section 355(a) of the Code. If the Distribution were determined not to qualify as a distribution under Section 355(a) of the Code, then if you are a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences”) who receives SilverSun Holdings common stock in the Distribution, generally you would be treated as receiving a corporate distribution in an amount equal to the fair market value of the SilverSun Holdings common stock received. In such case, such distribution would be treated as a taxable dividend to the extent of your share of SilverSun’s current or accumulated earnings and profits. Distributions in excess of your share of SilverSun’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce your adjusted tax basis in your shares of SilverSun common stock with any further excess treated as capital gain. The Dividend will be subject to the same rules, as described

above, upon receipt (or constructive receipt) by a U.S. holder. U.S. holders are urged to read the section titled “Material U.S. Federal Income Tax Consequences” for more information. Non-U.S. holders are urged to consult with their tax advisor regarding the tax consequences of the Distribution.

Risks Relating to the Businesses of Rhodium and the Combined Company

While the Mergers are pending, Rhodium will be subject to business uncertainties and contractual restrictions that could adversely affect its business.

Uncertainty about the effect of the Mergers on employees, vendors and suppliers may have an adverse effect on Rhodium and, consequently, on the Combined Company. These uncertainties may impair Rhodium’s ability to attract, retain and motivate key personnel until the Mergers are consummated and for a period of time thereafter, and could cause suppliers, vendors, infrastructure partners and lenders who deal with Rhodium to seek to change existing business relationships with Rhodium or terminate them altogether. If, despite Rhodium’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company, the Combined Company’s business could be seriously harmed.

Rhodium’s colocation hosting services agreement and its ability to commence or continue its operations at its Rockdale Site is dependent on leases between third parties.

The Rockdale Site, where Rhodium, through several subsidiaries of Technologies, currently conducts operations, is within a data center site that continues to be under construction. The data center is located on a 32,000 acre property in Milam County, Texas called Sandow Lakes Ranch that is currently owned by SLR Property I, LP (“SLR”) and which is leased to Whinstone U.S. Inc., a Louisiana-based data center company (“Whinstone”). Whinstone, in turn, has entered into colocation agreements (the “Colocation Agreements”) with several subsidiaries of Technologies, in which Whinstone is providing 125 MW of electricity along with colocation hosting services and Rhodium will pay for the electricity for the mining facility. If Whinstone should breach its lease with SLR, it could jeopardize the colocation hosting services agreement or jeopardize Rhodium’s ability to commence or continue its operations at the Rockdale Site pursuant to that agreement.

The Rockdale Site is subject to access risks which could create a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

The Rockdale Site can only be accessed via certain specified access points. The original Alcoa lease also prohibits Whinstone from providing unescorted access to the premises by personnel other than Whinstone personnel. There is a risk that SLR would consider unescorted access to the premises by Rhodium personnel to be a violation of the lease. There is also a risk that Rhodium personnel would have difficulty gaining access to the premises at times when such access is needed. It may be possible for Whinstone to gain unescorted site access for Rhodium personnel pursuant to the sublease consent procedure discussed above. However, there is a risk that SLR will not permit such unescorted access. It may be possible for cameras to be installed that provide continuous 24-hour surveillance of the premises and mining equipment. However, the lease as presently formulated does not explicitly grant permission for such surveillance. If Rhodium personnel are unable to have unfettered access to the premises, it creates a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

The Rockdale Site can also only be accessed via certain specified access points. Additionally, due to permit restrictions imposed because of ongoing construction at that site, there is a limit on the number of Rhodium personnel who are allowed to occupy the site at any given time. Because of this, it is possible that we will not have a large enough presence of personnel on site to sufficiently or adequately respond to emergencies that could arise. Similarly, this also creates a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

Rhodium’s operations are subject to power supply risks.

Rhodium’s business model depends on obtaining large quantities of electricity at very favorable rates. Whinstone has procured favorable electricity rates for use at the Rockdale Site. Rhodium, through one or more of the subsidiaries of Technologies, has entered into Colocation Agreements with Whinstone for the Rockdale Site pursuant to which Whinstone will provide, amongst other services, electricity to the premises at certain contractually agreed rates. Renewables has also entered into a Data Center Lease Agreement with Temple and a Master Retail Electricity Supply Agreement with NetZero Energy LLC and/or its affiliates and/or subsidiaries (“NetZero”). Prior to energization of the Temple Site, on July 11, 2022, NetZero delivered notice to Renewables that, notwithstanding the terms of the ESA Amendment, NetZero would be unable to provide Renewables with a term it requested for a long-term power contract. Accordingly, Renewables is currently operating without a hedged power product (e.g., a power purchase agreement (“PPA”)) and purchasing electricity at real-time market rates for the Temple Site through Mothership (as defined herein) until such time as a PPA can be secured (with Mothership or another retail energy provider).

Rhodium, through the subsidiaries of Technologies, will also have certain obligations under these agreements. For example, the Master Electric Energy Sales Agreement (the “MEESA”) entered into between Renewables and Mothership requires Renewables to keep a certain amount of cash on deposit with Mothership in advance of projected energy usage. This cash deposit may fluctuate and Rhodium may be unable to meet the deposit requirements, in which case, Mothership would cease to deliver energy to Renewables and the Temple Site would become non-operational. If Rhodium should fail to meet any of its obligations, it could result, amongst other things, in a loss of the favorable electricity rate or a loss of electricity service to the premises. Additionally, if Whinstone should breach its agreement with the electricity service provider, then Whinstone will lose the favorable rates it receives for electricity and be unable to pass those favorable rates along to Rhodium. These risks present the risk of Rhodium being unable to operate efficiently or profitably. Further, under the arrangements between Whinstone and the various subsidiaries of Technologies, Rhodium could become obligated to pay to Whinstone a percentage of the cost of a specified electricity consumption amount, even if the actual consumption amount is lower. This presents the risk of the Company paying for electricity it does not use. Additionally, the sale of energy is highly regulated. There is a risk that government regulation could adversely impact the manner or pricing at which the electricity is being supplied or that government regulators may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin mining operations. To the extent Whinstone and/or Mothership do not maintain adequate control over their finances, it is possible that Whinstone and/or Mothership may not be able to provide their contractual power obligations to Rhodium. Therefore, there is also credit risk related to Whinstone and/or Mothership.

Rhodium’s operations are subject to electricity pricing volatility risks. Rhodium does not have fixed electricity pricing at its Temple Site and there is a risk that it may not have a fixed electricity price at this site.

If the cost of electricity increases, it could have a material adverse effect on Rhodium’s ability to operate profitably. As noted above, Rhodium is currently purchasing power at real-time market rates through the MEESA for the Temple Site. The MEESA provides that Mothership shall deliver energy at the load zone market price (a real-time price) and charge Renewables an additional charge of $2.50 per megawatt hour delivered plus a retail margin. Rhodium, Mothership, and other contracting entities have worked together to develop software and other means by which the Temple Site will power down and not consume energy during times when the cost to mine Bitcoin would exceed the price of Bitcoin. There is a risk that these mechanisms fail, and the Temple Site draws power at extremely high market prices. If the Temple Site draws power at extremely high market prices, it could have a material adverse effect on the profitability of Rhodium’s operations and negatively impact Rhodium’s financial performance.

Further, the regulatory risks noted above may impact Rhodium’s ability to enter into a PPA. Additionally, rising natural gas prices and higher temperatures during summer 2022 have impacted the cost of energy in Texas and nationwide. These factors, and others, create uncertainty around the energy price that Rhodium would be able to secure pursuant to a PPA. If Rhodium is unable to enter into a PPA on favorable terms, if could have a material adverse effect on the profitability of Rhodium’s operations and negatively impact Rhodium’s financial performance.

Rhodium’s operations are subject to hosting services risks.

Rhodium, through various subsidiaries of Technologies, has negotiated and entered into Colocation Agreements with Whinstone pursuant to which Whinstone will provide, among other services, hosting services for Rhodium’s mining operations at the Rockdale Site. Each Whinstone Colocation Agreement includes, amongst other things,

specifications for temperature and ventilation that should be maintained at the premises, escorted access by Rhodium personnel to the premises, and maintenance and remote hands services. Pursuant to each Colocation Agreement, Whinstone personnel, and not Rhodium personnel, will be responsible for physical security, IT security, equipment parts storage, inventory management, and mining equipment setup and installation. Whinstone’s personnel may not be as well experienced or have as much expertise as Rhodium personnel in performing certain of these services. There is also a risk that Rhodium will have less control over the means and manner in which the services are performed, which may result in an increased risk of downtime or security breaches. The hosting fees payable under the Colocation Agreements are variable, which could result in diminished Rhodium profitability over certain periods. Rhodium has also negotiated and Renewables has entered into a Data Center Lease Agreement or the Temple Site. Pursuant to the lease agreement, Temple personnel, and not Rhodium personnel, will be responsible for physical security. Temple’s personnel may not be as well experienced or have as much expertise as Rhodium personnel in performing certain of these services. There is also a risk that Rhodium will have less control over the means and manner in which the services are performed, which may result in an increased risk of downtime or security breaches. Additionally, there is a risk that Rhodium’s site host at the Temple Site may limit Rhodium’s right to host other mining companies under the Data Center Lease Agreement. An inability to host could negatively affect Rhodium’s operations, profitability and financial performance.

Whinstone has accused Rhodium and several of its subsidiaries of breaching the terms of certain site hosting agreements covering some of its Rockdale mining operations and, although Rhodium denies these accusations, if litigation results, it could be costly to defend and could result in termination of the agreements and loss of Rhodium’s ability to continue to mine Bitcoin at the Rockdale Site. On May 17, 2022, Whinstone, which in 2021 was acquired by and is now owned by Rhodium’s competitor Riot Blockchain, Inc., delivered a notice of breach (the “Notice of Breach”) through its counsel contending that Rhodium and several of its mining subsidiaries operating out of Whinstone’s facilities in Rockdale are purportedly in material default and breach of certain hosting agreements. The Notice of Breach was delivered amidst ongoing discussions between Rhodium and Whinstone about potential modifications to certain hosting agreement terms. Those discussions remain ongoing. Rhodium believes that all of the allegations in the Notice of Breach are without merit.

On August 25, 2022, Whinstone delivered a second notice of breach (the “Second Notice of Breach”) through its counsel contending that Rhodium and several of its mining subsidiaries operating out of Whinstone’s facilities in Rockdale purportedly breached certain hosting agreements. Rhodium believes that all of the allegations in the Second Notice of Breach are also without merit.

No litigation with respect to these purported breaches has been commenced, though there is a risk that efforts toward resolution will not succeed and that litigation could result. Any such litigation could cause Rhodium to incur significant expenses and, if Whinstone is successful in its claims against us, it could require that Rhodium pay substantial damages or possibly result in the loss of Rhodium’s ability to continue to mine Bitcoin at the Rockdale Site.

While the Mergers are pending, Rhodium may seek to raise additional funds, finance additional acquisitions or develop strategic relationships by issuing additional securities, including capital stock.

While the Mergers are pending, Rhodium may seek to raise additional funds, finance additional acquisitions or develop or engage in strategic relationships by issuing equity or debt securities. The issuance of equity securities, including debt securities that are convertible into equity, would reduce the percentage ownership of Rhodium’s existing stockholders. Furthermore, any newly issued equity securities could have rights, preferences and privileges senior to those of the holders of Rhodium common stock. The issuance of new debt securities could subject Rhodium and its subsidiaries to covenants which constrain Rhodium’s ability to grow or otherwise take steps that may be favored by holders of Rhodium’s common stock.

Rhodium does not presently have the funds required to fulfill its business plan.

Rhodium, via Technologies and subsidiaries thereof, either has entered into or anticipates entering into contracts to obtain mining equipment, electricity, hosting services, and other equipment and services. The contracts entered into or presently under negotiation require expenditures by Rhodium of substantial amounts of capital in advance and prior to Rhodium’s ability to generate revenue from its operations. Rhodium does not presently have the funds required to fulfill its business plan and must rely upon funding provided by its investors for this purpose.

Rhodium depends on its management team, investment professionals and other key personnel, and the loss of their services following the Mergers could have a material adverse effect on Rhodium.

Rhodium’s success depends substantially upon the continued services of its executive officers and other key members of management. From time to time, there may be changes in Rhodium’s executive management team resulting from the hiring or departure of executives. Such changes in Rhodium’s executive management team may be disruptive to Rhodium’s business. Rhodium is also substantially dependent on the continued service of its existing development and operations personnel because of the complexity of its operations and technologies. Rhodium does not maintain key person life insurance policies on any of its employees. The loss of one or more of Rhodium’s key employees or groups could seriously harm its business.

The Combined Company’s business could suffer if it fails to attract and retain a highly skilled workforce.

The Combined Company’s future success will depend on its ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of its organization, in particular skilled technical and management personnel. Trained and experienced personnel are in high demand and may be in short supply in some areas. Many of the companies with which Rhodium competes for experienced employees have greater resources than it has and may be able to offer more attractive terms of employment. In addition, Rhodium invests significant time and expense in training its employees, which increases their value to competitors who may seek to recruit them. The Combined Company may not be able to attract, develop and maintain an adequate skilled workforce necessary to operate the business and labor expenses may increase as a result of a shortage in the supply of qualified personnel. If the Combined Company is unable to attract and retain such personnel, it may not be able to take advantage of acquisitions and other growth opportunities that may be presented to it and this could materially affect the Combined Company’s business, financial condition and results of operations.

The Rockdale Site where Rhodium is currently conducting operations is subject to possible environmental risks.

The Rockdale Site where Rhodium’s subsidiaries currently conduct operations is located on a property with known environmental contamination. There are restrictions on groundwater use due to the presence of industrial waste and other contaminants that exceed federal limits for human consumption. There is also a 169-acre landfill on the property that has been primarily used to dispose of coal-ash, a heavy metal-laced byproduct of burning coal at the now-shuttered Alcoa aluminium smelter on the property. An environmental group has claimed that testing of groundwater around the landfill indicated that heavy metals from the coal-ash had made their way into the groundwater. The analysis showed that concentrations of arsenic, mercury, cobalt and lithium were well over the federal limits for human consumption and could present significant risk to human health. Prolonged exposure to these sorts of contaminants can result in health risks, including nervous system damage. This poses a risk of increased scrutiny of the property by governmental regulators, a risk that the site may be temporarily or permanently closed by governmental regulators, a risk of increased litigation by personnel working on site, and a risk that further remediation activity may be required, which may be disruptive to Rhodium’s operations. Moreover, these risks could have an adverse effect on Rhodium and its subsidiaries’ ability to adequately and cost-effectively insure its operations.

Rhodium’s mining operations are and will be heavily dependent on a continuous supply of large amounts of electricity to both the Rockdale and Temple Sites, which is subject to disruption. Any such disruptions could result in disruption to Rhodium’s mining operations and affect Rhodium’s ability to operate efficiently and profitably, or at all.

Rhodium’s mining operations are and will be heavily dependent on a continuous supply of large amounts of electricity to both the Rockdale and Temple Sites. There is ongoing risk that this supply may be disrupted at one or both sites due to a variety of factors. Any disruption could be caused by utility company transmission equipment downtime due to maintenance or equipment failure. Such disruption can also be caused by site-specific maintenance, obligatory or voluntary site-specific curtailment, adverse weather conditions, natural disasters, strikes, contractual disputes, lockouts, labor shortages, or other force majeure events or other events not reasonably ascertainable or attributable to Rhodium. Disruption of electrical service to one or both sites could result in significant disruption to Rhodium’s mining operations and affect Rhodium’s ability to operate efficiently and profitably, or at all.

Rhodium’s operations, including the headquarters and Temple facility, require armed security officers and may result in potential injury in the course of their duties. Any potential injury due to a discharge of weapons could result in litigation against Rhodium and could adversely affect their operations.

Rhodium employs armed security officers in order to protect the headquarters and Temple facility. The security Rhodium employs to protect against risks to its business may result in harms to employees or related third parties which could lead to potential litigation against Rhodium. Any claims or litigation against Rhodium could cause it to incur significant expenses and, if successfully asserted against Rhodium, could require that Rhodium pay substantial damages.

There is a risk that Rhodium will not secure the funds necessary to finance Bitcoin mining equipment, which could result in a smaller number of Bitcoin miners being delivered in an amount proportionate to the payment made.

Rhodium, through Rhodium Renewables LLC (“Renewables”) and potentially other subsidiaries of Technologies, plans to acquire its Bitcoin mining equipment for the Temple Site either directly or indirectly from industry leading manufacturers of Bitcoin mining equipment mainly located in China (“Miner Suppliers”). These purchases shall be made pursuant to one or more contracts between Renewables, or another subsidiary of Technologies, and the Miner Suppliers. Rhodium expects that the Miner Suppliers may require down payments of twenty-five percent (25%) or more of the total order at or shortly following the time of contracting. Rhodium plans to begin having Renewables, or other subsidiaries of Technologies, enter into contracts with Miner Suppliers as soon as it has sufficient funds available to do so. There is a risk that Rhodium will not secure the funds necessary to finance the Bitcoin mining equipment, which could result in a smaller number of Bitcoin miners being delivered in an amount proportionate to the payment made. Rhodium is prepared to mitigate this risk by adjusting the number of miners if insufficient capital is raised to meet the total order amount.

There are also several new and existing competitors in Rhodium’s 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 Rhodium’s business and results of operations.

If any litigation ultimately takes place between Rhodium, Technologies, and/or any of its subsidiaries, and any of the Miner Suppliers, it will most likely be in China, which is where most of the Miner Suppliers are located. This presents the risk of higher litigation expenses. There is a risk that the Miner Suppliers will go out of business before the Bitcoin miners are shipped. There is a risk that some or all of the Bitcoin miners will be defective or nonconforming. There is a risk that shipment of some or all of the Bitcoin miners will be delayed due to circumstances beyond Rhodium’s control, such as disruption of the Miner Supplier’s supply chain, problems with shipping, or other force majeure events. If the full quantity of Bitcoin miners is not shipped, or shipment is delayed, or if some miners need to be returned, it will negatively impact the Rhodium’s revenue and anticipated financial performance.

Further, Rhodium relies on a limited number of suppliers for the fluid used in the liquid-cooling systems. Rhodium’s reliance on single or a limited number of suppliers could result in product delivery problems and delays and reduced control over product pricing and quality. Additionally, the proliferation of liquid-cooling technology in the cryptocurrency mining business or in the computing industry more generally could increase demand for the fluid Rhodium uses in its liquid-cooling operations, which could increase Rhodium’s costs of operations and therefore could materially and adversely affect Rhodium’s business and results of operations.

Rhodium’s mining operations, including the sites in which its miners are operated or that are currently under construction, may experience damages, including damages that are not covered by insurance.

Rhodium’s current mining operations at its two Texas sites are subject to a variety of risks relating to their physical condition and operation, including, but not limited to:

•        the presence of construction or repair defects or other structural or building damage;

•        any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

•        any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and

•        claims by employees and others for injuries sustained at the sites, including as a result of exposure to high voltage operations, extreme temperature conditions in the mines, exposure to on-site contaminants and pollutants and dangers posed by the liquid-cooling reservoirs located at its sites.

For example, Rhodium’s mining sites could be rendered temporarily or permanently inoperable as a result of a fire or other natural disaster or by a terrorist or other attack on the mine. The security and other measures Rhodium takes to protect against these risks may not be sufficient. Additionally, Rhodium’s mining sites could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power generating capacity. Rhodium’s existing insurance covers the replacement cost of lost or damaged miners, but does not cover any interruption of its mining activities; therefore Rhodium’s existing insurance may not be adequate to cover the losses it suffers as a result of any of these events. In the event of an uninsured loss, including a loss in excess of insured limits, at any of the mining sites in Rhodium’s network, Rhodium may not be able to remediate that loss in a timely manner or at all and Rhodium may lose some or all of the future revenues anticipated to be derived from such sites.

If Rhodium’s mining equipment is damaged, Rhodium’s ability to operate efficiently and profitably will be affected.

Rhodium’s mining operations will be heavily dependent on the continuous and efficient operation of the miners that will be located at the Rockdale and Temple Sites. There is a risk that a power surge, severe storm or other inclement weather event, a fire that activates the sprinkler system at the premises, a flood, a partial or complete collapse of the structure, or mistakes made by Rhodium personnel in the use of dielectric fluid designed to cool the miners, would result in damage to Rhodium’s mining equipment. If any such damage occurs at either site, it will result in one or more miners becoming disabled or “offline,” which will in turn affect Rhodium’s ability to operate efficiently and profitably. Although disabled or damaged miners can be replaced, the delay in procuring and bringing new equipment online will still negatively impact revenue generated by Rhodium’s mining operations.

Rhodium’s reliance primarily on a limited assortment of miner models from a single manufacturer may subject its operations to increased risk of failure.

The performance and reliability of Rhodium’s miners and its technology is critical to its reputation and its operations. Because Rhodium currently uses a limited assortment of miners in its fleet, if there are issues with those machines, such as a design flaw in the ASIC chips they employ, its entire system could be affected. Rhodium currently uses a few different models of miners, but if there are issues with such machines, it may have to rely on a single model of miner. Any system error or failure may significantly delay response times or even cause Rhodium’s system to fail. Any disruption in Rhodium’s ability to continue mining could result in lower yields and harm its reputation and business. Any exploitable weakness, flaw, or error common to the type of miners Rhodium uses affects all such miners; therefore, if a defect or other flaw exists and is exploited, all or a substantial portion of Rhodium’s mining operations could go offline simultaneously. Any interruption, delay or system failure could result in financial losses.

Costs associated with potential future upgrades or replacements of mining equipment will adversely affect Rhodium’s profitability.

Rhodium anticipates that the mining equipment it has ordered will be productive for several years. However, newer Bitcoin mining technology will eventually become available that will render Rhodium’s mining equipment obsolete. Rhodium cannot predict how quickly advances in technology will happen. There is a risk that Rhodium’s Bitcoin mining equipment will become obsolete sooner than expected and require upgrades or replacements. Under such circumstances, the costs associated with such upgrades or replacements will adversely affect Rhodium’s profitability.

Maintenance and repair of Rhodium’s liquid cooling systems could result in unplanned downtime, which could negatively affect revenue generated by Rhodium’s mining operations or otherwise negatively impact Rhodium’s results of operations.

Rhodium’s liquid cooling technology operates through the use of tanks, pumps, dry coolers, pipes and other conduits. While Rhodium’s liquid cooling technology is operating, dielectric fluid is running through these systems. The dielectric fluid Rhodium uses is engineered to help facilitate heat transfer from the mining rigs in a manner that facilitates temperature reduction. The systems include seals and other components designed to prevent any unintended discharge of dielectric fluid. It is possible that, despite Rhodium’s efforts to continuously maintain these systems in

good and operable condition, one or more of the components or parts might fail, resulting in the unintended discharge of dielectric fluid. If an unintended or unplanned discharge of dielectric fluid takes place, it could result in unplanned downtime for maintenance or repair, which could negatively affect revenue generated by Rhodium’s mining operations. Additionally, such a discharge could cause Rhodium to incur expenses associated with site remediation, which could be significant and could have a material adverse effect on Rhodium’s results of operations and financial performance.

If any theft or vandalism occurs on Rhodium’s two sites, it will result in diminished mining capacity until such time as the damaged or stolen equipment can be repaired or replaced. Such diminished capacity will result in revenue reduction.

There is a risk of loss on account of vandalism or theft. Rhodium’s two sites and the equipment located there could be damaged on account of vandalism. In addition, there is a risk that one or more of the miners or other equipment could be stolen. If any such theft or vandalism occurs, it will result in diminished mining capacity until such time as the damaged or stolen equipment can be repaired or replaced. The diminished capacity will result in revenue reduction and increase the difficulty in operating Rhodium efficiently and profitably.

Rhodium is subject to risks related to the voiding of the warranty on its mining equipment.

Rhodium plans to optimize its power consumption by immersing the miners in dielectric fluid for cooling purposes. It is likely that doing so will void the warranty on the miners offered by the Miner Suppliers. Rhodium believes that the benefits of immersive cooling outweigh the detriments associated with having no recourse available under the warranty. Although Rhodium will test each miner prior to placing the miner in dielectric fluid, it is possible that defects in mining equipment may not present themselves until after being immersed. In such cases, replacement of the miner via recourse to the applicable Miner Supplier warranty may be unavailable and it will be necessary for Rhodium to absorb the full cost of replacement.

If Rhodium is ultimately unsuccessful in defending its ongoing litigation matters, despite the substantial defenses which Rhodium believes are available to it, the lawsuits could have an adverse effect on Rhodium’s business and operations.

Rhodium and several of its subsidiaries are currently defendants in a pending patent infringement dispute in which it expects to prevail, but which is costly to defend and which, if adversely determined, could have a material adverse effect. On January 14, 2022, days after Rhodium announced the commencement of an initial public offering, Rhodium was named as a defendant in a civil lawsuit alleging patent infringement in the case captioned Midas Green Technologies, LLC v. Rhodium Enterprises, Inc. et al., Civil Action Number 6:22-CV-0050-ADA (filed in the U.S. District Court for the Western District of Texas) (i.e., the MGT Complaint). While this case is reasonably possible to result in payment, Rhodium believes it is more likely than not that Rhodium will succeed on the merits of this litigation if the case is fully adjudicated. However, if Rhodium is ultimately unsuccessful in defending such a lawsuit despite Rhodium’s substantial defenses, the lawsuit could have an adverse effect on Rhodium’s business and operations.

In a separate matter, a subcontractor to a contractor Rhodium hired to perform restoration work following a fire that took place at the air-cooled portion of the Whinstone facility has filed a lawsuit attempting to collect additional amounts that Rhodium disputes, and there is a risk that if the suit is adversely determined, it could have a material adverse effect. Rhodium believes it is more likely than not that it will be determined that Rhodium does not owe any additional amounts. Therefore, while this case could potentially result in payment, Rhodium believes it is more likely than not that Rhodium will succeed on the merits of this litigation if the case is fully adjudicated. Nevertheless, if the case is fully adjudicated and the ultimate determination is adverse to Rhodium, it could result in Rhodium being required to pay amounts potentially in excess of $1 million. Under such circumstances, any such determination could have an adverse effect on Rhodium’s business and operations.

Rhodium may become subject to other disputes, including other intellectual property disputes, which are costly and may subject Rhodium to significant liability and increased costs of doing business.

Rhodium may become subject to other intellectual property disputes, which are costly and may subject Rhodium to significant liability and increased costs of doing business. In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the crypto-economy, as

well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like Rhodium. Rhodium cannot guarantee that its internally developed technologies and content do not or will not infringe the intellectual property rights of others. From time to time, Rhodium’s competitors or other third parties may claim that Rhodium is infringing upon or misappropriating their intellectual property rights, and Rhodium may be found to be infringing upon such rights. Any claims or litigation could cause Rhodium to incur significant expenses and, if successfully asserted against Rhodium, could require that Rhodium pay substantial damages or ongoing royalty payments, prevent Rhodium from using certain technologies, force Rhodium to implement expensive work-arounds, or impose other unfavorable terms. Rhodium expects that the occurrence of infringement claims is likely to grow as the crypto assets market grows and matures. Accordingly, Rhodium’s exposure to damages resulting from infringement claims could increase and this could further exhaust Rhodium’s financial and management resources. Even if intellectual property claims do not result in litigation or are resolved in Rhodium’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of Rhodium’s management and require significant expenditures. Any of the foregoing could prevent Rhodium from competing effectively and could have an adverse effect on Rhodium’s business, operating results, and financial condition.

Certain investors have accused Rhodium and several of its subsidiaries of engaging in misrepresentation, deception and breach of fiduciary duty, and although Rhodium denies these accusations, if a legal dispute results, it could be costly to defend and there is a risk that it would have a material adverse effect. While no litigation has been commenced, and while Rhodium is confident that it would defeat any legal claim asserting these types of allegations, there is a risk that litigation could cause Rhodium to incur significant expenses and, if successfully asserted against Rhodium, could require that Rhodium pay substantial damages. Under such circumstances, any such lawsuit could have an adverse effect on Rhodium’s business and operations.

Any failure to incorporate acquired assets or businesses into Rhodium’s existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on Rhodium’s financial condition and results of operations

Rhodium may, in the future, pursue asset acquisitions or acquisitions of businesses. The process of upgrading acquired assets to Rhodium’s specifications and integrating acquired assets or businesses may involve unforeseen costs and delays or other operational, technical and financial difficulties and may require a significant amount time and resources. Any failure to incorporate acquired assets or businesses into Rhodium’s existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on Rhodium’s financial condition and results of operations. Such events could also mean an acquisition that was expected to be accretive is not accretive and, in extreme cases, the asset is idle.

Future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium.

Future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium. Additionally, any other changes to applicable U.S. tax laws and regulations related to Bitcoin could affect future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium’s business and future profitability.

There is a risk of loss in value of the Bitcoin assets due to the pricing volatility and, hence, a risk that revenue generated by Rhodium’s mining operations will, at times, be lower than anticipated.

Rhodium plans to mine Bitcoin and then batch liquidate it through such means and on such terms and timing as its management team deems appropriate. The determination as to optimal timing involves some degree of speculation as to the right time to sell Bitcoin in the market. There could be instances in which Bitcoin is sold at a loss. To mitigate against this risk, Rhodium may, at times, purchase futures contracts to hedge against Bitcoin pricing. Rhodium has not purchased futures contracts for any period presented but may do so in the future. Nevertheless, there is a risk of loss in value of the Bitcoin assets due to the pricing volatility and, hence, a risk that revenue generated by Rhodium’s mining operations will, at times, be lower than anticipated.

The reward for adding new blocks to the Bitcoin blockchain is subject to halving, and the value of Bitcoin may not adjust to compensate for the reduction in the rewards received from mining efforts. Halving is a process incorporated into many proof-of-work consensus algorithms that reduces the Bitcoin reward paid to those who mine Bitcoin over time according to a pre-determined schedule. The most recent halving for Bitcoin happened on May 11, 2020 and according to Bitcoin.org, the next halving is projected to occur in 2024. This process will reoccur until the total amount of Bitcoin currency rewards issued reaches 21 million Bitcoin, which is expected around 2140. While Bitcoin price has had a history of price fluctuations around the halving of its rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue the Company earns from Bitcoin mining operations could see a corresponding decrease, which could have a material adverse effect on Rhodium’s business and operations.

Additionally, forks in the Bitcoin network may occur in the future which may affect Rhodium’s operations and financial performance. Because Bitcoin is 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 “hard fork”). Hard forks can lead to fragmentation among trading platforms as to correct naming conventions for forked cryptocurrencies, create contentions among participants, and raise new security concerns. Historically, speculation over a new hard fork in the Bitcoin protocol has resulted in Bitcoin price volatility. A hard fork may also render the Bitcoin mining equipment incompatible with the new Bitcoin protocol Any such changes may have a material effect on the Company’s operations, financial position, and financial performance. Additionally, because of the open-source nature structure of the Bitcoin network, if the protocol is not properly monitored and upgraded, the protocol could damage the Bitcoin network and, consequently, an investment in Rhodium.

Bitcoin assets are subject to custodial risk.

There is a custodial risk associated with Bitcoin mining rewards. A hot wallet maintained by Rhodium could be hacked, and cold wallet maintained by Rhodium could be stolen, lost or destroyed, in either case resulting in loss of access to the Bitcoin mining rewards to which the wallets correspond and hence, loss of value of Rhodium assets. Similarly, a best-in-class third-party custody arrangement such as one offered by Coinbase Custody or BitGo Custody is nevertheless susceptible to hacking or network penetration, again resulting in loss of access to the Bitcoin assets, and hence, loss of value of Rhodium assets. If Bitcoin assets are lost prior to liquidation, it will result in overall loss of revenue from Rhodium’s mining operations. Rhodium employs a variety of risk mitigating procedures designed to reduce custodial risk.

The success of Rhodium’s operations will depend in part on the reliability of third parties upon which Rhodium will need to rely in order to effectively carry out its business plans.

The success of Rhodium’s operations will depend in part on the reliability of third parties upon which Rhodium will need to rely in order to effectively carry out its business plans. Rhodium will likely join a Bitcoin mining pool in order to maximize its return on power consumption. However, if other parts of the pool are hacked or breached, it could result in loss of a day’s worth of Bitcoin mining reward for the entire pool, including Rhodium. Rhodium will likely rely on exchanges such as Coinbase or on OTC providers, such as Cumberland or SDM, for batch liquidation of its Bitcoin assets. If any of these exchanges or OTC providers are hacked or breached, it could result in Rhodium’s inability to realize any cash in exchange for the Bitcoin assets being liquidated as part of that transaction. There is no way to cost effectively insure against this risk of loss. If a loss occurs, it will have a material adverse impact on Rhodium’s revenue.

Rhodium’s reliance on a third-party mining pool service provider for its mining revenue payouts may have a negative impact on its operations, including as a result of cyber-attacks against the mining pool operator and/or limited recourse against the mining pool operator with respect to rewards paid to Rhodium.

Rhodium receives Bitcoin mining rewards from its mining activity through third-party mining pool operators. Mining pools allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. The rewards are distributed by the pool operator, proportionally to Rhodium’s contribution to the pool’s overall mining power, used to generate each block. Should the pool operator’s system suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will negatively impact Rhodium’s ability to mine and

receive revenue. Furthermore, Rhodium is dependent on the accuracy of the mining pool operators’ record keeping to accurately record the total processing power provided to the pools for a given Bitcoin mining application in order to assess the proportion of that total processing power Rhodium provided. While Rhodium has internal methods of tracking both the power Rhodium provided and the total used by each pool, the mining pool operators use their own record-keeping to determine Rhodium’s proportion of a given reward. Rhodium has little means of recourse against the mining pool operators if Rhodium determines the proportion of the reward paid out to Rhodium by the mining pool operators is incorrect, other than leaving the pools. If Rhodium is unable to consistently obtain accurate proportionate rewards from its mining pool operators, Rhodium may experience reduced reward for its efforts or be forced to leave the mining pool or join a new mining pool, all of which could have an adverse effect on its business and operations.

In addition, Rhodium’s proportion of mining rewards are temporarily held by the operators of the pools until they are distributed to Rhodium. During this time, cryptocurrencies held by the pool operators may be subject to risk of loss due to theft or loss of private keys, among other things, and distributions of such cryptocurrencies from the pool operators to their custodian or other wallets may be intercepted by malicious actors. If a pool operator ceases to provide services, whether related to a cyberattack, software malfunction or other similar issue, or discovers a shortfall in the Bitcoin held by the pool, the revenue that Rhodium generated from the pool may never be paid to Rhodium, and Rhodium may have little means of recourse against the mining pool operator. Even if Rhodium joined other mining pools, there is a risk of short-term impact on Rhodium’s financial performance in making that transition, and new mining pools would hold the same or additional risks.

Rhodium is in the process of developing its own mining pool to, in part, mitigate the risks associated with relying on third-party pools, but Rhodium may not be successful in doing so, which could have an adverse effect on its business and operations.

The Bitcoin of Rhodium is not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation.

The Bitcoin of Rhodium is not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation and such deposits and securities are subject to such insurance coverage. Rhodium intends to privately insure the machines, building and electrical infrastructure through property and casualty insurance policies.

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

Rhodium maintains insurance policies for its business that provide it with some protection in the event its miners are lost or damaged; however, these insurance policies and protections may not be adequate to protect it from liabilities that Rhodium may incur in connection with the operation of its 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 Rhodium may not be made on a timely basis. Because of the high cost of new miners, if Rhodium’s insurance coverage is insufficient to cover the replacement, or if payment of its existing coverage benefits is significantly delayed, Rhodium may be required to expend additional capital resources to replace any miners Rhodium loses as a result of casualty events.

Additionally, although Rhodium seeks to control its insurance risk and costs, the premiums Rhodium pays to obtain insurance coverage may, and are likely to, increase over time. These increases in insurance premiums can occur unexpectedly and without regard to Rhodium’s efforts to limit them, and, because of these rising costs, Rhodium may not be able to obtain similar levels of insurance coverage on reasonable terms, or at all. If this occurs, Rhodium may choose or be forced to self-insure its assets, which could expose Rhodium to significant financial risk due to the high cost of new miners. If insurance costs become unacceptably high and Rhodium elects to self-insure, and Rhodium experiences a significant casualty event resulting in the loss of some or all of its miners, Rhodium could be forced to expend significant capital resources to acquire new replacement miners. If such casualty loss of its miners

is not adequately covered by insurance and Rhodium does not have access to sufficient capital resources to acquire replacement miners, Rhodium may not be able to compete in its rapidly evolving and highly competitive industry, which could materially and adversely affect its financial condition and results of operations.

The Combined Company requires additional financing which may not be available, if at all, on reasonable terms.

Rhodium, via Technologies and subsidiaries thereof, either has entered into or anticipates entering into contracts to obtain mining equipment, electricity, hosting services, infrastructure build-out and other equipment and services at favorable rates. Rhodium’s initial start-up costs for the Temple Site may be higher than anticipated and the Combined Company may need to raise additional capital in the future to begin operations at that site. The Combined Company may not be able to find additional financing, if required, on favorable terms or at all. If additional funds are raised through the issuance of equity, equity-related or debt securities, these securities may have rights, preferences or privileges senior to those of the rights of other holders of securities of the Combined Company.

Rhodium expects to eventually deploy 225 MW of liquid-cooled miners at the Temple Site. As of September 30, 2022, 40 MW of that 225 MW has been deployed for commissioning and testing purposes. However, there is a risk that the construction will not be completed as scheduled, without cost overrun or at all. Even if the construction is completed on a timely basis, there is no assurance that the full commercial operations will begin as Rhodium expects. Additionally, if construction of the Temple Site is delayed, Rhodium may not be able to deploy the additional miners that have been purchased for that site. Therefore, Rhodium may not realize the benefit of substantial capital investments already made in the new miners. If this occurs, the business may suffer and operations may be adversely affected. Cost overruns associated with construction of the Temple Site could require the Combined Company to raise additional funds from other sources.

Rhodium has a limited operating history and may not be able to achieve or sustain profitability.

Rhodium is an early-stage business and, therefore, has limited operating history. Rhodium may not be able to achieve or sustain profitability. There can be no assurance that Rhodium will become profitable.

Rhodium’s management team may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to Rhodium’s affairs.

Rhodium’s management team may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to Rhodium’s affairs. The management team may be engaged in other business endeavors and are not obligated to contribute any specific number of hours per week to Rhodium’s affairs. If the other business affairs of Rhodium’s management team requires them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to the affairs of Rhodium, which could have a negative impact on Rhodium’s ability to operate efficiently.

The Mergers will constitute a conversion under Rhodium’s SAFE instruments resulting in substantial dilution to existing holders of Rhodium’s common stock.

Between June 2, 2021 and October 12, 2021, Rhodium entered into simple agreements for future equity (the “SAFEs”) with certain investors for an aggregate purchase price of $86.9 million. Pursuant to the SAFEs, Rhodium issued rights to such investors to receive shares of Rhodium’s Class A common stock upon the occurrence of a change in control event under the SAFEs. Each SAFE provides that, upon the occurrence of certain events, the rights will convert into shares of Class A common stock. The Mergers will constitute a conversion event under Rhodium’s SAFEs and cause each SAFE to convert without a discount in accordance with the terms of the SAFEs, resulting in substantial dilution to existing holders of Rhodium’s common stock.

Security breaches could cause Rhodium to halt operations or incur a loss of assets.

Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could result in the halting of Rhodium’s operations or a loss of Rhodium’s assets.

Rhodium’s digital asset networks are subject to harm by malicious actors.

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 on certain digital asset networks, it may be able to alter the blockchain on which the digital asset transaction relies by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the digital asset network can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control. Using alternate blocks, the malicious actor could double spend its own digital assets and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power on various digital asset networks or the digital asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible. Such changes could adversely affect an investment in Rhodium or the ability of Rhodium to transact.

Stolen or incorrectly transferred digital assets may be irretrievable.

Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible, and Rhodium may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, Rhodium’s digital assets could be transferred in incorrect amounts or to unauthorized third parties. To the extent that Rhodium is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received Rhodium’s digital assets through error or theft, Rhodium will be unable to revert or otherwise recover incorrectly transferred digital assets. To the extent that Rhodium is unable to seek redress for such error or theft, such loss could adversely affect an investment in Rhodium.

The market and price for Bitcoin generated by Rhodium can be highly volatile, which may reduce revenues and net income.

The market and price for Bitcoin generated by Rhodium can be highly volatile. Although Rhodium feels that it is well-positioned to mine Bitcoin, the market could become less favorable, which may reduce revenues and net income.

There is no assurance that mining rewards in the form of Bitcoin will maintain their long-term value in terms of future purchasing power.

There is no assurance that mining rewards in the form of Bitcoin will maintain their long-term value in terms of future purchasing power or that Bitcoin will remain widely accepted as a mechanism of exchange for cash or other securities or commodities. In addition, and as noted above, the Bitcoin network goes through “halving events” during which the number of Bitcoin that miners are awarded for processing a block are reduced by 50%. While Bitcoin price has had a history of price fluctuations around the halving of its rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue that Rhodium earns from Bitcoin mining operations could see a corresponding decrease, which could have a material adverse effect on Rhodium’s business and operations.

There are other risks associated with Bitcoin mining.

If rewards and transaction fees are not properly matched to the efforts of miners, miners may not have an adequate incentive to continue mining. Miners ceasing operations could reduce the collective processing power on the Bitcoin network, adversely affect the validation process for transactions, and, generally, make the network more vulnerable. Further, if a single miner or a mining pool gains a majority share in the Bitcoin network’s computing power, the integrity of the block chain may be affected. A miner or mining pool could reverse Bitcoin transactions, make double-spend transactions, prevent confirmations or prevent other miners from mining valid blocks. Each of these scenarios could reduce confidence in the validation process or processing power of the network, and adversely affect Bitcoin’s value, the Bitcoin network and/or an investment in Bitcoin. As the number of Bitcoin awarded for solving a block in the block chain decreases (i.e., as a result of a halving), the incentive for miners to continue to contribute processing power to the Bitcoin network may transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the block chain or a software upgrade

that automatically charges fees for all transactions may decrease demand for Bitcoin and prevent the expansion of the Bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the net asset value. To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the block chain until a block is solved by a miner who does not require the payment of transaction fees. Any such delays in the recording of transactions could result in a loss of confidence in the Bitcoin network, which could adversely impact Bitcoin’s value, the Bitcoin network and/or an investment in Bitcoin.

Future government regulation may increase Rhodium’s operating costs.

Rhodium operates in an environment of uncertainty as to potential government regulation. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental intervention. Rhodium believes that it may be subject to direct regulation. Laws and regulations may be introduced, and court decisions may affect the business. Any future regulation may have a negative impact on the business by restricting the method of operation or imposing additional costs. Additionally, regulatory or tax law changes or actions may restrict the use of cryptocurrencies in a manner that adversely affects Rhodium’s business, prospects or operations. Potential regulation and/or legislation related to climate change that may materially adversely affect the same. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be, and/or the effect of such restrictions on Rhodium’s business strategy. Further, the crypto-economy has limited access to policymakers and lobbying organizations, which may harm Rhodium’s ability to effectively react to proposed legislation and regulation of cryptocurrency or cryptocurrency platforms adverse to its business.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin- and/or other cryptocurrency-related activities, or that accept Bitcoin as payment.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin- and/or other cryptocurrency-related activities, or that accept Bitcoin as payment, and Rhodium may be exposed to counterparty risk related to the companies Rhodium uses to sell its Bitcoin. Although a number of significant U.S. banks and investment institutions, such as Goldman Sachs, Citi Group, J.P. Morgan, Bank of America and BlackRock, have indicated they plan to begin allowing customers to carry and invest in Bitcoin and other cryptocurrencies, Bitcoin, and other cryptocurrencies’ acceptance and use by banks is relatively uncommon and may never become mainstream.

Decreased use and demand for Bitcoin and/or blockchain technology may adversely affect its value and result in a reduction in the price of Bitcoin and the value of Rhodium.

Decreased use and demand for Bitcoin and/or blockchain technology may adversely affect its value and result in a reduction in the price of Bitcoin and the value of Rhodium. A number of factors may impact the widespread adoption of Bitcoin which could adversely affect an investment in the Combined Company’s securities. For example, if transaction fees paid for Bitcoin transactions become too high, users may be motivated to move away from the Bitcoin network entirely. Further, blockchain technology could be replaced by a different technology, which could adversely affect Bitcoin’s value. Additionally, the impact of geopolitical and economic events on the supply and demand for Bitcoin and/or blockchain technology is uncertain. Such events will have unknown impacts on supply and demand for Bitcoin and may motivate large-scale acquisitions or dispositions of Bitcoin.

Negative publicity associated with the cryptocurrency and blockchain industries may adversely affect the value of Bitcoin and blockchain technology and result in a reduction in the price of Bitcoin and the value of Rhodium.

The blockchain and cryptocurrency industries are relatively new. Many of the companies that operate in the industry are unlicensed, unregulated, operate without supervision by a governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. As a result, the general public may lose confidence in crypto assets which could lead to decreased use and demand for Bitcoin.

Since the inception of the cryptoeconomy, numerous cryptocurrency and blockchain companies have been sued, investigated, or shut down due to fraud, manipulative practices, business failure, and security breaches. In 2022, many crypto and blockchain companies have declared bankruptcy, resulting in a loss of confidence in participants of the cryptoeconomy and negative publicity surrounding crypto more broadly. These events, negative perception and a lack

of standardized regulation in the cryptoeconomy may result in greater volatility in the price of Bitcoin, including a significant depreciation in value. Such volatility and negative perception could also lead to large redemptions or withdrawals of Bitcoin which would also negatively affect the market price of Bitcoin. Any of these events could have an adverse impact on Rhodium’s business.

Rhodium may not be able to manage growth effectively, which could damage Rhodium’s reputation and negatively affect its operating results.

As cryptocurrency assets and blockchain technologies become more widely available, Rhodium expects the services and products associated with them to evolve. To stay current with the industry, Rhodium’s business model may need to evolve as well. From time to time, Rhodium may modify aspects of its business model relating to its strategy. Rhodium cannot offer any assurance that these or any other modifications will be successful or will not result in harm to its business. Rhodium may not be able to manage growth effectively, which could damage Rhodium’s reputation and negatively affect its operating results. Further, Rhodium cannot provide any assurance that it will successfully identify all emerging trends and growth opportunities in this business sector. Such circumstances could have a material adverse effect on Rhodium’s business, prospects or operations.

There is a risk that the COVID-19 pandemic or another future pandemic could disrupt Rhodium’s business.

The COVID-19 pandemic has resulted in disruption to the global supply chain and shuttering of businesses in countries throughout the world due to government attempts to control the spread of the virus and prevent collapse of their health care systems. There is a risk that the COVID-19 pandemic or another future pandemic could disrupt Rhodium’s business in several ways. For example, it could interfere with supply of miners and mining equipment. It could also interfere with the supply of spare parts and other supplies needed to effectively operate Rhodium’s immersion systems. Lastly, but importantly, it could affect the management team’s ability to effectively manage Rhodium if any members of the management team should become hospitalized for long periods of time. Disruptions caused by the current or future pandemics could affect Rhodium’s ability to operate efficiently or profitably.

Rhodium is dependent upon a pool of available skilled employees to operate and maintain its business

Rhodium is dependent upon a pool of available skilled employees to operate and maintain its business. Rhodium competes with other cryptocurrency mining businesses and other similar employers to attract and retain qualified personnel with the technical skills and experience required to provide the highest quality service. The demand for skilled workers is high and the supply is limited, and a shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations could make it more difficult for Rhodium to attract and retain personnel and could require enhanced wage and benefits packages, which could increase operating costs.

Rhodium is subject to risks associated with loan obligations.

Rhodium, Technologies, or any of their subsidiaries are or will be borrower(s), guarantor(s), or grantors of security interest and liens in Rhodium’s certain assets or equity interests with respect to certain loans. To the extent Rhodium is unable to satisfy certain financial, operating, or other covenants imposed by such loans, and/or should the lenders with respect to such loans declare an event of default for any reason, it could result in potentially the termination of said loans and foreclosure on its secured assets or equity interests, which could trigger the entire outstanding balance and accrued interest, fees, and penalties becoming immediately due and payable, triggering cross-defaults under other agreements, loss of management or control over the assets secured by said loan, and jeopardize Rhodium’s financial position, results of operations, and cash flows. For example, if Rhodium were to default on their NYDIG loan which finances a portion of their mining equipment, such mining equipment could be seized, which could have an adverse effect on its financial position, results of operations and cash flows.

Rhodium is subject to risks associated with third-party infiltration of cybersecurity systems.

Security breaches, computer malware and computer hacking attacks are a prevalent concern in the Bitcoin and blockchain market and the threats to network and data security are increasingly diverse and sophisticated. Despite Rhodium’s efforts and processes to prevent breaches, our computer servers and computer systems may be vulnerable to cybersecurity risks. Rhodium has experienced cyber-attacks and other attempts to gain unauthorized access to its systems, and Rhodium anticipates continuing to be subject to such attempts. There is a risk that some or all of

Rhodium’s cryptocurrencies could be lost or stolen as a result of one or more of these incursions. As Rhodium increases in size, Rhodium may become a more appealing target of hackers, malware, cyber-attacks or other security threats, and, despite implementation of strict security measures and frequent security audits, it is impossible to eliminate all such vulnerabilities. For instance, Rhodium may not be able to ensure the adequacy of the security measures employed by third parties, such as our service providers. Efforts to limit the ability of malicious actors to disrupt the operations of the internet or undermine Rhodium’s own security efforts may be costly to implement and may not be successful. Such breaches, whether attributable to a vulnerability in Rhodium’s systems or a third party, could result in claims of liability against Rhodium, damage its reputation and materially harm its business.

To its knowledge, Rhodium has not to date experienced a material cyber-event; however, the occurrence of any such event in the future could subject Rhodium to liability to its customers, vendors, business partners and others, give rise to legal and/or regulatory action, which could damage its reputation or otherwise materially harm Rhodium’s business, operating results, and financial condition.

Risks Relating to Regulatory and Political Matters

Rhodium is subject to a highly evolving regulatory landscape and any adverse changes to, or its failure to comply with, any laws and regulations could adversely affect its business, prospects or operations.

Rhodium’s business is subject to extensive laws, rules, regulations, policies and legal and regulatory guidance, including those governing securities, commodities, cryptocurrency custody, exchange and transfer, data governance, data protection, anti-corruption, including the Foreign Corrupt Practices Act, cybersecurity and tax. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, cryptocurrencies and related technologies. As a result, they do not contemplate or address unique issues associated with the cryptoeconomy, are subject to significant uncertainty, and vary widely across U.S. federal, state and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of Rhodium’s business and the significant uncertainty surrounding the regulation of the cryptoeconomy requires Rhodium to exercise its judgement as to whether certain laws, rules and regulations apply to it, and it is possible that governmental bodies and regulators may disagree with Rhodium’s conclusions. Such laws may add to Rhodium’s compliance costs, restrict or dictate how it operates its business, and could have a material adverse effect on its business, results of operations, financial condition and prospects. To the extent Rhodium has not complied with such laws, rules and regulations, Rhodium could be subject to significant criminal, civil and administrative penalties, including imprisonment of individuals, fines and penalties, seizure of shipments, breach of contract, debarment, tax reassessments and fraud litigation, reputational harm, restrictions on certain business activities, and other consequences and be subject to significant fines and other regulatory consequences, which could adversely affect Rhodium’s business, prospects or operations. Failure to comply with applicable legal and regulatory obligations could result in the disruption of Rhodium’s activities and responding to any enforcement action or internal investigation related to alleged or actual misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. Failure to comply with applicable legal and regulatory obligations could result in the disruption of Rhodium’s activities and responding to any enforcement action or internal investigation related to alleged or actual misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. As cryptocurrency and central bank digital currency has grown in popularity and in market size, the Federal Reserve Board, U.S. Congress, U.S. State Attorneys General and certain U.S. agencies (e.g., the Commodity Futures Trading Commission (the “CFTC”), the SEC, the Financial Crimes Enforcement Network (“FinCEN”), the Federal Trade Commission and the Federal Bureau of Investigation) have begun to examine the operations of the cryptocurrency, including the Bitcoin network, Bitcoin users and the Bitcoin exchange market.

Ongoing and future regulatory actions may impact Rhodium’s ability to continue to operate, and such actions could affect Rhodium’s ability to continue as a going concern or to pursue its strategy, which could have a material adverse effect on Rhodium’s business, prospects or operations.

It may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, or other cryptocurrencies, participate in blockchains or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect Rhodium.

Several countries have taken and may continue taking regulatory actions that could severely restrict the right to acquire, own, hold, sell or use cryptocurrency assets or to exchange them for fiat currency. For example, in China and Russia, it is illegal to accept payment in Bitcoin and other cryptocurrencies for consumer transactions and banking institutions are barred from accepting deposits of cryptocurrencies. Additional countries, including the United States, could take similar measures to ban or limit the holding of certain cryptocurrencies such as Bitcoin. Such circumstances could have a material adverse effect on Rhodium’s business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies Rhodium mines or otherwise acquires or holds for its own account, and thus harm investors. Rhodium does not intend to mine other cryptocurrencies as part of its business model at this time.

Rhodium’s transactions in cryptocurrency may expose it 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 Treasury and the U.S. Department of State require Rhodium to comply with sanction programs based on foreign policy and national security goals against targeted countries, territories, regimes, entities, organizations and individuals. Because of the pseudonymous nature of blockchain transactions, Rhodium may not be able to determine the ultimate identity of the individuals with whom it transacts with respect to buying or selling cryptocurrency or of other members in mining pools in which Rhodium participates. Rhodium participates in mining pools that operate in jurisdictions that are not subject to the same regulatory regimes as Rhodium is, which creates the risk that Rhodium may inadvertently engage in transactions with, or contribute processing power to, a mining pool which involves persons, entities, or territories that are the target of sanctions or other restrictions. To the extent government enforcement authorities enforce these and other laws and regulations that are impacted by blockchain technology, Rhodium may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm Rhodium’s reputation.

The cryptoeconomy is novel and has limited access to policymakers or lobbying organizations, which may harm Rhodium’s ability to effectively react to proposed legislation and regulation of cryptocurrency or cryptocurrency platforms adverse to its business.

As cryptocurrencies have grown in both popularity and market size, various U.S. federal, state, and local and foreign governmental organizations, consumer agencies and public advocacy groups have been examining the operations of cryptocurrency networks, users and platforms, with a focus on how cryptocurrencies can be used to launder the proceeds of illegal activities, fund criminal or terrorist enterprises, and the safety and soundness of platforms and other service providers that hold cryptocurrencies for users. Many of these entities have called for heightened regulatory oversight, and have issued consumer advisories describing the risks posed by cryptocurrencies to users and investors. The cryptoeconomy is novel and has limited 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 use of cryptocurrencies for illicit purposes may enact statutory and regulatory changes with minimal or discounted inputs from the cryptoeconomy. As a result, new laws and regulations may be proposed and adopted, or existing laws and regulations may be interpreted in new ways, that harm the cryptoeconomy or cryptocurrency platforms, which could adversely impact Rhodium’s business.

If regulatory changes or interpretations of its activities require Rhodium to register under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, or otherwise under state laws, Rhodium may incur significant compliance costs, which may have a material negative effect on Rhodium’s business and the results of its operations.

Cryptocurrencies are treated as “money” by FinCEN, and business 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, 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 cryptocurrencies generally. To the extent that Rhodium’s

business activities cause Rhodium to be deemed a money services business (“MSB”) under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, it may be required to comply with FinCEN regulations, including those that would mandate Rhodium to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that Rhodium’s activities would cause it to be deemed a “money transmitter” (“MT”) or equivalent designation under state law in any state in which it may operate, Rhodium 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, including implementing a know-your-counterparty program and transaction monitoring, maintenance of certain records and other operational requirements.

Such additional federal or state regulatory obligations may cause Rhodium to incur extraordinary expenses. Furthermore, Rhodium may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs, such as monitoring transactions and blocking transactions, because of the nature of the Bitcoin blockchain. If Rhodium is deemed to be subject to, and it is determined it is not in compliance with, such additional regulatory and registration requirements, it could result in the imposition of sanctions, penalties, or other enforcement actions and it could force Rhodium to suspend or terminate its Bitcoin mining operations.

Rhodium is subject to risks associated with its need for significant electrical power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin mining operations, such as Rhodium’s.

The operation of a Bitcoin mining can require massive amounts of electrical power and Rhodium’s demand for electrical power is expected to grow as Rhodium expands its mining fleet. If Rhodium is unable to continue to obtain sufficient electrical power to operate its miners on a cost-effective basis, Rhodium may not realize the anticipated benefits of its significant capital investments in new miners. Further, Rhodium’s mining operations can only be successful and ultimately profitable if the costs, including electrical power costs, associated with mining a Bitcoin are lower than the price of a Bitcoin. As a result, any mine that Rhodium establishes can only be successful if Rhodium can obtain sufficient electrical power for that mine on a cost-effective basis, and its establishment of new mines requires Rhodium to find locations where that is the case. There may be significant competition for suitable mine locations, and government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations in times of electricity shortage or may otherwise potentially restrict or prohibit the provision or electricity to mining operations. If Rhodium is unable to receive adequate power supply and is forced to cease or reduce its operations due to the availability or cost of electrical power, including increased taxes associated with the use of electrical power, Rhodium’s business would experience materially negative impacts.

The application of the Commodity Exchange Act, as amended (the “CEA”), to Rhodium’s Bitcoin mining business is unclear and may be subject to change and therefore difficult to predict. To the extent Rhodium becomes subject to regulation by the CFTC in connection with its business activities, Rhodium may incur additional compliance costs, which may be significant.

The CEA does not currently impose any direct obligations on Rhodium related to the mining or exchange of Bitcoin. However, the CFTC, the federal agency that administers the CEA, generally regards Bitcoin as a commodity. This position has been supported by decisions of federal courts.

Changes in the CEA or the regulations promulgated by the CFTC thereunder, as well as interpretations thereof and official statements by the CFTC may impact the classification of Bitcoin and subject it to additional regulatory oversight by the CFTC. Although the CFTC to date has not enacted regulations governing non-derivative or nonfinanced, margined or leveraged transactions in Bitcoin, it has authority to commence enforcement actions against persons who engage in manipulation or deceptive practices related to transactions in any contract of sale of any commodity, including Bitcoin, in interstate commerce.

While no provision of the CEA, or CFTC rules, orders or rulings (except as noted herein) appears to be currently applicable to Rhodium’s business, this is potentially subject to change. There is no certainty as to how future regulatory developments will impact the treatment of Bitcoin under the law. Any requirements imposed by the CFTC related to Rhodium’s Bitcoin mining activities or its transactions in Bitcoin would cause Rhodium to incur additional extraordinary, non-recurring expenses, thereby materially and adversely impacting Rhodium’s financial performance.

Moreover, if Rhodium’s Bitcoin mining activities or transactions in Bitcoin were deemed by the CFTC to constitute a collective investment in derivatives for Rhodium’s stockholders, Rhodium may be required to register as a commodity pool operator with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting Rhodium’s financial performance.

Climate change, and the regulatory and legislative developments related to climate change, may materially adversely affect Rhodium’s business and financial condition.

The potential physical impacts of climate change on Rhodium’s operations are highly uncertain and would be particular to the geographic circumstances in areas in which Rhodium operates or in which its third-party providers 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 Rhodium’s operations. Further, any impacts to Rhodium’s business and financial condition 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 Rhodium’s infrastructure, which could disrupt its supply chain and ultimately its business operations. In addition, disruption of transportation and distribution systems could result in reduced operational efficiency and customer service interruption. Climate related events have the potential to disrupt Rhodium’s business, including the business of its suppliers, and may cause Rhodium to experience higher attrition, losses and additional costs to resume operations.

In addition, a number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate change interest groups and the potential impact of climate change. Given the very significant amount of electrical power required to operate cryptocurrency miners, as well the environmental impact of mining for the rare earth metals used in the production of mining servers, the cryptocurrency mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation regarding climate change could impose significant costs on Rhodium and its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any future climate change regulations could also negatively impact Rhodium’s 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, Rhodium cannot predict how legislation and regulation will affect its 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 Rhodium or other companies in its industry could harm its reputation. Any of the foregoing could result in a material adverse effect on Rhodium’s business and financial condition.

Rhodium is subject to environmental, health and safety laws and regulations that may expose it to significant liabilities for penalties, damages or costs of remediation or compliance.

Rhodium’s operations and properties are subject to laws and regulations governing occupational 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 Rhodium’s operations, 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; imposing specific health and safety standards addressing worker protection; and imposition of significant liabilities for pollution resulting from its operations, including investigation, remedial and clean-up costs. Failure to comply with these requirements may expose Rhodium to fines, penalties and/or interruptions in its operations that could have a material adverse effect on Rhodium’s 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.

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 regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on Rhodium’s financial position, results of operations and cash flows.

Rhodium’s mining business is subject to local government regulation.

Rhodium is subject to extensive and varied local government regulation, including regulations relating to public health, safety and zoning codes. Rhodium operates each of its locations in accordance with standards and procedures designed to comply with applicable codes and regulations. However, Rhodium’s failure to obtain or retain any required licenses could adversely affect its operations. Although Rhodium has not experienced, and does not anticipate experiencing any significant difficulties, delays or failures in obtaining required licenses, permits or approvals, any such problem could delay or prevent Rhodium from operating its current sites or further expanding its operations.

Future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium’s business.

Due to the new and evolving nature of Bitcoin and the absence of comprehensive legal guidance with respect to Bitcoin, and Bitcoin transactions, many significant aspects of the U.S. federal income and foreign tax treatment of Bitcoin are uncertain, and it is unclear what guidance may be issued in the future on the treatment of Bitcoin or Bitcoin transactions, including Bitcoin mining, for U.S. federal income and foreign tax purposes. Current IRS guidance indicates that Bitcoin, should be treated and taxed as property (rather than as a currency), and that transactions involving the payment of Bitcoin for goods and services should be treated as barter transactions. While this treatment creates a tax reporting requirement for certain exchanges of Bitcoin, it preserves the right to apply capital gains (as opposed to ordinary income) treatment to those transactions where Bitcoin is held as a capital asset.

There can be no assurance that the IRS or other foreign tax authority will not alter its existing position with respect to Bitcoin in the future or that a court would uphold the treatment of Bitcoin as property, rather than currency. Any such alteration of existing IRS and foreign tax authority positions or additional guidance regarding Bitcoin products and transactions could result in adverse tax consequences for holders of Bitcoin, such as Rhodium, and could have an adverse effect on the value of Bitcoin and the broader Bitcoin markets. The uncertainty regarding the tax treatment of Bitcoin transactions, and the potential promulgation of new, or changes to existing, U.S. federal income, state or foreign tax laws, treaties, regulations, administrative practices or guidance relating to Bitcoin transactions could adversely impact the price of Bitcoin, Rhodium’s business, and the results of its operations. Further, in the event Rhodium’s business expands, Rhodium’s after-tax profitability and financial results could be adversely affected by expanding, internationally or domestically, to jurisdictions with less favorable or more complex tax laws or greater scrutiny by taxing authorities.

Changes to applicable U.S. tax laws and regulations could affect Rhodium’s business and future profitability.

New U.S. laws and policy relating to taxes may have an adverse effect on Rhodium’s business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to Rhodium. It is unclear whether Congress will enact any changes and, if enacted, how soon any such changes could take effect. The passage of new legislation could have an adverse effect on Rhodium’s business and future profitability. Additionally, recently enacted laws expanding cryptocurrency information and transaction reporting requirements could also impact Rhodium’s business and future profitability. In August 2022, the Inflation Reduction Act (“IRA”) was passed, which imposed, among other things, an excise tax on certain corporate stock buybacks by U.S. public corporations repurchasing such stock and a corporate alternative minimum tax on book income on certain large corporations. The effects of these rules and other provisions of the IRA on the Company are uncertain until further regulations and guidance from the IRS and Treasury are released.

Risks Related to the Organizational Structure of the Combined Company

The Combined Company is a holding company and its sole material asset will be its equity interest in Merger Sub II who directly holds an equity interest in Technologies, and its accordingly dependent upon distributions from Merger Sub II who is dependent upon distributions from Technologies to pay taxes, make payments under the Tax Receivable Agreement and cover its corporate and other overhead expenses.

After the Mergers, SilverSun will have no material assets other than its equity interest in Merger Sub II who directly holds an equity interest in Technologies. Merger Sub II has no independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Technologies and its subsidiaries, and distributions it receives from Technologies. We anticipate that Technologies will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to the unitholders of Technologies. Accordingly, it will be required to pay income taxes on its allocable share of any net taxable income of Technologies. To the extent Technologies has available cash, its generally intends to cause Technologies to make pro rata distributions to its unitholders, including to Merger Sub II, in an amount sufficient to cover all applicable taxes of such unitholders, including Merger Sub II, at an assumed tax rate that is based on the highest combined marginal U.S. federal, state and local tax rate applicable to an individual or corporation (whichever is higher) resident in New York, New York. In addition, Technologies will reimburse Merger Sub II for its corporate and other overhead expenses. There can be no assurance that Technologies and its subsidiaries will generate sufficient cash flow to distribute funds to Merger Sub II, or that applicable state law and contractual restrictions, including negative covenants in any debt agreements of Technologies or its subsidiaries, will permit such distributions. To the extent that it needs funds and Technologies or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect its liquidity and financial condition.

Imperium will hold a substantial portion of the Combined Company’s common stock and will have the right to appoint a portion of the Combined Company Board, and its interests may conflict with those of other stockholders.

Holders of its Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or the Amended and Restated Certificate of Incorporation. After the Mergers, Imperium will own 100% of the Combined Company’s Class B common stock (representing 49% of our voting power). Rhodium’s officers and directors, including Nathan Nichols, Chase Blackmon, Nicholas Cerasuolo and Cameron Blackmon, collectively control Imperium. As a result of Imperium’s significant ownership, Imperium will be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of us, changes to our organizational documents and significant corporate transactions, and certain decisions we make as the managing member of Technologies. In particular, for so long as Imperium continues to own a majority of our voting stock, Imperium will be able to cause or prevent a change of control of us or a change in the composition of the Combined Company Board and could preclude any unsolicited acquisition of the Combined Company. This concentration of ownership makes it unlikely that any other holder or group of holders of the Combined Company’s common stock or preferred stock will be able to affect the way the Combined Company and Technologies are managed or the direction of the Combined Company’s business. Furthermore, the concentration of ownership could deprive you of an opportunity to receive a premium for your SilverSun Class A common stock as part of a sale of the Combined Company and ultimately might affect the market price of our Class A common stock. The interests of Imperium with respect to matters potentially or actually involving or affecting the Combined Company, such as future acquisitions, financings and other corporate opportunities and attempts to acquire the Combined Company, may conflict with the interests of the Combined Company’s other stockholders.

For example, Imperium may have different tax positions from the Combined Company, especially in light of the Tax Receivable Agreement, that could influence its decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, the timing or amount of distributions by Technologies, or the termination of the Tax Receivable Agreement and acceleration of the Combined Company’s obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to the Combined Company’s tax reporting positions may take into consideration tax or other considerations of Imperium, including the effect of such positions

on the Combined Company’s obligations under the Tax Receivable Agreement and with respect to the amount of tax distributions, which may differ from the considerations of the Combined Company or other stockholders. These decisions could adversely affect the Combined Company’s liquidity or financial condition.

So long as Imperium continues to control a significant amount of the Combined Company’s common stock, such holders will, through their ownership interests in Imperium, be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of the Combined Company, changes to the Combined Company’s organizational documents and significant corporate transactions, and certain decisions the Combined Company makes as the managing member of Technologies. In any of these matters, the interests of such holders may differ or conflict with the interests of the Combined Company’s other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of the Combined Company’s Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling stockholder.

In certain cases, Imperium, as the holder of Class B common stock, will have the sole power to approve a reorganization of the Combined Company and its subsidiaries, resulting in the Combined Company no longer being structured as an umbrella partnership C corporation.

The holders of Class B common stock have the sole power to vote on any merger, consolidation or conversion in connection with a reorganization of the Up-C structure (an “Up-C Reorganization”) or any necessary amendment to the Amended and Restated Certificate of Incorporation in order to effect an Up-C Reorganization. For purposes of this right of the holders of Class B common stock, an Up-C Reorganization means any transaction or series of transactions intended to result in the Combined Company and its subsidiaries no longer being structured as an umbrella partnership C corporation so long as (i) such transaction or series of transactions does not have a material adverse effect on the rights or preferences of the Class A Common Stock (in the sole determination of the independent members of the Combined Company Board) and (ii) such transaction or series of transactions shall not be treated as resulting in a “Change of Control” under the Tax Receivable Agreement. If Imperium were to approve an Up-C Reorganization, such decision could have an adverse effect on the trading price of the Combined Company’s Class A common stock to the extent investors perceive a disadvantage in owning stock of a company that is no longer in an Up-C structure.

The Combined Company will be required to make payments to Imperium under the Tax Receivable Agreement for certain tax benefits of the Combined Company may claim, and no such payments will be made to any holders of the Class A common stock. The amounts of such payments could be significant.

The Combined Company will enter into a Tax Receivable Agreement with Imperium. This agreement generally provides for the payment by the Combined Company to Imperium of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Combined Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Mergers as a result of (i) the increase in the Combined Company’s proportionate share of the tax basis of the assets of Technologies resulting from the exchange of Technologies Units, and the corresponding surrender of an equivalent number of shares of Class B common stock, by Imperium for shares of Class A common stock (or for cash pursuant to the Cash Election) pursuant to the Redemption Right, and (ii) imputed interest deemed to be paid by the Combined Company as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement. In addition, payments the Combined Company makes under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. No such payments will be made to any other holders of Class A common stock. Furthermore, the Combined Company’s future obligations to make payments under the Tax Receivable Agreement could make it and its subsidiaries a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are the Combined Company’s obligations and not obligations of Technologies. For purposes of the Tax Receivable Agreement, cash savings in tax generally are calculated on a “with and without basis” by comparing the Combined Company’s actual tax liability to the amount it would have been required to pay had the Combined Company not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. The actual increase in tax basis of Technologies and the amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon significant future events and assumptions, including (but not limited to) the timing of the exchanges of Technologies Units and surrender of a corresponding number of shares of Class B common stock, the price of Class A common stock at the time of each

exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging holder’s tax basis in its Technologies Units at the time of the relevant exchange, the depreciation and amortization periods that apply to the increase in tax basis, the types of assets held by Technologies, the amount and timing of taxable income the Combined Company generates in the future, the U.S. federal and state income tax rates then applicable, and the portion of the Combined Company’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. The term of the Tax Receivable Agreement will commence upon the completion of the Mergers and will continue until all such tax benefits have been utilized or expired, unless the Combined Company terminates the Tax Receivable Agreement and are required to make the termination payment specified in the agreement, at the Combined Company’s election (subject to Imperium’s right to delay any such early termination for up to two years), as a result of the Combined Company’s breach or in the event of a change of control event as described below. We expect that the payments that the Combined Company will be required to make under the Tax Receivable Agreement could be substantial based on the future operations and activities of Technologies and proposed changes in the applicable tax law.

The payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having a continued ownership interest in the Combined Company.

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize, if any, in respect of the tax attributes subject to the Tax Receivable Agreement.

If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at our election or as a result of our material breach), we could be required to make a substantial, immediate lump-sum payment. We may request to terminate the Tax Receivable Agreement early; however, under the Tax Receivable Agreement, Imperium may delay our request for early termination for up to two years, during which time the value of such lump-sum payment could substantially increase. This immediate lump-sum payment would equal the present value of hypothetical future payments that could be required under the Tax Receivable Agreement. The calculation of the hypothetical future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) the sufficiency of taxable income to fully utilize the tax benefits, (ii) any Technologies Units (other than those held by us) outstanding on the termination date are exchanged on the termination date and (iii) the utilization of certain loss carryovers. Our ability to generate net taxable income is subject to substantial uncertainty. Accordingly, as a result of the assumptions, the required lump-sum payment may be significantly in advance of and could materially exceed, the realized future tax benefits to which the payment relates.

As a result of either an early termination or a change of control, we could be required to make payments under the Tax Receivable Agreement that exceed our actual cash tax savings under the Tax Receivable Agreement. Consequently, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. Assuming no material changes in the relevant tax law and a price of $            per share of Class A common stock (based on the Class A Exchange Ratio), we expect that if we experienced a change of control or the Tax Receivable Agreement were terminated immediately after the Mergers, the estimated lump-sum payment would be approximately $            (calculated using a discount rate equal to the one-year London Interbank Offered Rate (or an agreed successor rate, if applicable) plus 100 basis points, applied against an undiscounted liability of approximately $            ). These amounts are estimates and have been prepared for informational purposes only. The actual amount of such lump-sum payment could vary significantly based on, among other things, the operations and activities of Technologies in the period between the Mergers and an early termination or a change of control event. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. In addition, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Our failure to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within three months of the date on which the payment is required to be made will constitute a material breach of a material obligation under the Tax Receivable Agreement, which will terminate the Tax Receivable Agreement and accelerate future payments thereunder, unless the failure to make the applicable payment is attributable to (i) Technologies being prohibited from making such payment under the terms of the Tax Receivable Agreement or the terms governing certain of its indebtedness or (ii) Technologies Holdings not having, and being unable to obtain with commercially reasonable efforts, sufficient funds to make such payment.

In the event that our payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of our Class A common stock could be substantially reduced.

If we experience a change of control (as defined under the Tax Receivable Agreement), our obligation to make a substantial, immediate lump-sum payment under the Tax Receivable Agreement could result in holders of our Class A common stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Further, holders of rights under the Tax Receivable Agreement may not have an equity interest in us or Technologies. Accordingly, the interests of holders of rights under the Tax Receivable Agreement may conflict with those of the holders of our Class A common stock.

We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine. The holders of rights under the Tax Receivable Agreement will not reimburse us for any payments previously made under the Tax Receivable Agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess. However, a determination that we have made an excess payment might not occur until a number of years after such payment has been made. Additionally, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. The applicable U.S. federal income tax rules for determining our tax reporting positions are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.

If Technologies were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Technologies might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We and Technologies intend to operate such that Technologies does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exchanges of Technologies pursuant to the Redemption Right or other transfers of Technologies Units could cause Technologies to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that exchanges or other transfers of Technologies Units qualify for one or more such safe harbors.

If Technologies were to become a publicly traded partnership and taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for Technologies, including as a result of our inability to file a consolidated U.S. federal income tax return with Technologies because it would not meet the affiliation requirement. In addition, we would no longer receive the benefit of certain increases in tax basis received as a result of the exercise of the Redemption Right, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Technologies’ assets) were subsequently determined to have been unavailable.

In certain circumstances, Technologies will be required to make tax distributions to the holders of Technologies Units, including us, and the tax distributions that Technologies will be required to make may be substantial. To the extent we receive tax distributions in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement and do not distribute such cash balances as dividends on our Class A common stock, the TRA Holders could benefit from such accumulated cash balances if they exercise their Redemption Right.

Technologies will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income will be allocated to the holders of Technologies Units, including us. Pursuant to the Technologies LLC Agreement, Technologies generally will make pro rata cash

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under GAAP, and gives effect to the transaction between Rhodium and SilverSun to be accounted for as a business combination, with Rhodium being deemed the acquiring company for accounting purposes.

Rhodium was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) Rhodium Legacy Stockholders are expected to own approximately 96.8% of the of the voting power of the Combined Company immediately following the closing of the transaction; (ii) the largest individual stockholder of the Combined Company is an existing stockholder of Rhodium; (iii) Rhodium will appoint all of the board seats in the Combined Company; and (iv) Rhodium’s senior management will be the senior management of the Combined Company following consummation of the Mergers.

The following unaudited pro forma condensed combined financial statements are based on Rhodium’s historical financial statements and SilverSun’s historical financial statements, as adjusted to give effect to Rhodium’s acquisition of SilverSun and certain related transactions. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and for the twelve months ended December 31, 2021 give effect to these transactions as if they had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to these transactions as if they had occurred on September 30, 2022.

Because Rhodium will be treated as the accounting acquirer, Rhodium’s assets and liabilities will be recorded at their pre-combination carrying amounts and the historical operations that are reflected in the unaudited pro forma financial information will be those of Rhodium. SilverSun’s assets and liabilities will be measured and recognized at their fair values as of the transaction date, and combined with the assets, liabilities and results of operations of Rhodium after the consummation of the transaction.

The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. The application of the acquisition method of accounting is dependent upon a purchase price allocation analysis, which includes valuation analysis and other studies that have yet to be completed, pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed, and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting, expected to be completed after the closing of the transaction, will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined organization’s future results of operations and financial position. In addition, differences between the preliminary and final amounts will likely occur as a result of changes in the fair value of SilverSun’s common stock and changes in SilverSun’s assets and liabilities.

The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is preliminary and has been prepared for illustrative purposes only and is not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had Rhodium and SilverSun been a combined organization during the specified periods. The actual results reported in periods following the transaction may differ significantly from those reflected in these pro forma financial information presented herein for a number of reasons, including, but not limited to, differences between the assumptions used to prepare this pro forma financial information and actual results realized.

The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma condensed combined financial statements.

Pro Forma Condensed Combined Balance Sheet
As of September 30, 2022