AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2022 • Core Scientific, Inc./Tx • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2022, is made and entered into by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“XPDI”), XPDI Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Core Scientific Holding Co., a Delaware corporation (together with its subsidiaries, including Core Scientific, Inc., “Core Scientific”) and the undersigned parties listed under Holder on the signature pages hereto (each such party together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, a “Holder” and collectively the “Holders”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • January 24th, 2022 • Core Scientific, Inc./Tx • Services-computer processing & data preparation • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the “Agreement”) is entered into and effective as of January 18, 2022 by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation ( “XPDI”) (to be renamed “Core Scientific, Inc.” effective as of the Closing (as defined below), or “New Core”), Core Scientific Holding Co., a Delaware corporation (“Core”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare Inc., “Computershare”).
