On January 30, 2023, Greenidge Generation Holdings Inc. entered into a Debt Settlement Agreement, by and among, Greenidge, Greenidge Generation LLC, other subsidiary borrowers of Greenidge and NYDIG ABL LLC in order to refinance and replace certain outstanding indebtedness of Greenidge and its subsidiaries to NYDIG under certain Master Equipment Financing Agreements and related loan documentation. The approximately $76 million in debt previously outstanding under the MEFAs was reduced by approximately $59 million pursuant to the Debt Settlement Agreement and the remaining approximately $17 million outstanding under the MEFAs was refinanced as provided below. As part of the Debt Settlement Agreement, Greenidge entered into a Senior Secured Loan Agreement (the “ Secured Loan ”), by and among Greenidge and Greenidge Generation LLC, as borrowers, the other subsidiaries of Greenidge from time to time party thereto as guarantors, the lenders from time to time party thereto, and NYDIG, as administrative agent and as collateral agent.

The initial principal balance under the Secured Loan (the “ Refinanced Amount ”) is approximately $17 million. Interest is payable monthly at an interest rate of 15% per annum, computed on the basis of a 360 day year of twelve 30-day months through January 30, 2025. The Secured Loan contains customary representations, warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividend, investments, asset sales and similar covenants and contains customary events of default.

In addition, the Secured Loan allows for a voluntary prepayment of the loan in kind of approximately $10 million by transferring ownership of certain mining infrastructure assets to NYDIG if NYDIG enters into a binding agreement within the next three months, facilitated by Greenidge, securing rights to a site for a future mining facility. As part of the Refinancing, Greenidge and certain of its subsidiaries have simultaneously entered into (i) a Membership Interest and Asset Purchase Agreement dated January 30, 2023, pursuant to which wholly-owned subsidiaries of Greenidge (the “ Sellers ”) sold to NYDIG and certain of its subsidiaries, and Buyers purchased (x) certain subsidiaries that own bitcoin mining equipment and (y) credits and coupons that had accrued to the Sellers upon the purchase of the bitcoin mining equipment, in exchange for a reduction in indebtedness under the MEFAs and (ii) Hosting Agreements dated January 30, 2023, pursuant to which, among other things, Greenidge South Carolina LLC (the “ Host ”) shall provide hosting services to certain NYDIG affiliates in connection with the mining of bitcoin (or other digital assets recorded on a decentralized distributed ledger), and the Clients shall pay the Host for such hosting services. Under the Hosting Agreements, the Host agreed to host, power and provide technical support services, and other related services, to the Clients' mining equipment at data centers operated by the Host for a period of five years, unless earlier terminated in accordance with the terms of the Hosting Agreements.

The Hosting Agreements require the Clients to pay the Host a hosting fee that covers the cost of power and direct costs associated with management of the mining facilities, as well as a gross profit-sharing arrangement. The Clients are also required to pay a security deposit to the Host prior to the Host providing hosting services, the payment of which has improved Greenidge's liquidity position. Under the Hosting Agreements, the Clients submitted Hosting Agreement Orders to the Host detailing the terms of the hosting services to be provided and the amounts to be paid to the Host for providing the hosting services.

The initial Orders entered into have a term of five years, but may be terminated earlier by a party (i) upon default by the other party, which default is not cured within 10 days of notice thereof, (ii) any representation or warranty made by the other party in connection with such Hosting Agreement proves to have been false or misleading in any material respect and the conditions causing such representation or warranty to be false or misleading are not corrected within 10 days following notice thereof, (iii) the other party suffers certain insolvency events or (iv) the Host commits a service level commitment default (as defined in the Hosting Agreements). The sale by Greenidge of bitcoin mining equipment to NYDIG pursuant to the Purchase Agreement and the concurrent entry into the Hosting Agreements will result in a material change to Greenidge's current business strategy, with Greenidge's prospective business to consist largely of operating miners owned by NYDIG. The Hosting Agreements include a profit-sharing component allowing Greenidge to participate in the upside as bitcoin prices rise, but reduces Greenidge's downside risk of bitcoin price deterioration and cost increases related to natural gas.

The Initial Orders under the Hosting Agreements cover all of Greenidge's current mining capacity at the New York and South Carolina facilities, and future Orders may cover capacity at a potential third site pursuant to satisfaction of certain post-closing covenants. On January 30, 2023, in connection with the Refinancing, Greenidge and NYDIG executed a board observation rights letter pursuant to which Greenidge agreed to grant NYDIG certain board observation rights, in a non-voting observational capacity, as more fully detailed therein.