Exhibit 10.1


 


Execution Version





 


SPONSOR AGREEMENT


 


This SPONSOR AGREEMENT (this
“Agreement”), dated as of July 20, 2021, is made by and among XPDI Sponsor LLC, a Delaware limited liability company
(“Sponsor”), the other holders of Acquiror Class B Common Stock set forth under the heading “Other Class B Holders”
on the signature pages to this Agreement (the “Other Class B Holders,” and together with Sponsor, collectively, the
“Class B Holders”), Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“Acquiror”),
and Core Scientific Holding Co., a Delaware corporation (the “Company”). Sponsor, the Other Class B Holders, Acquiror
and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).


 


WHEREAS, Acquiror, XPDI Merger
Sub 1 Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror, XPDI Merger Sub 2, LLC, a Delaware limited liability
company and direct, wholly owned subsidiary of Acquiror, and the Company entered into that certain Agreement and Plan of Merger, dated
as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Merger
Agreement”);


 


WHEREAS, the Merger Agreement
contemplates that the Parties will enter into this Agreement concurrently with the entry into the Merger Agreement by the parties thereto,
pursuant to which, among other things, (1) the Class B Holders will agree to vote in favor of approval of the Merger Agreement and the
Transactions (including the Mergers), (2) the Class B Holders will agree to waive any adjustment to the conversion ratio set forth in
the Acquiror Organizational Documents or any other anti-dilution or similar protection with respect to such Class B Holder’s shares
of Acquiror Class B Common Stock (whether resulting from the transaction contemplated by the Subscription Agreements or otherwise), (3)
the Class B Holders agree to be bound by certain transfer restrictions with respect to its shares of Acquiror Common Stock prior to the
Closing and (4) the Class B Holders will agree to subject the SPAC Vesting Shares to the vesting provisions set forth in Section 2
below; and


 


WHEREAS, as an inducement
to Acquiror and the Company to enter into the Merger Agreement and to consummate the Transactions contemplated therein, the Parties desire
to agree to certain matters as set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 


1. Binding
Effect of the Merger Agreement. Each Class B Holder hereby acknowledges that it has read the Merger Agreement and this Agreement and
has had the opportunity to consult with its tax and legal advisors. During the period commencing on the date hereof and ending on the
earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with
Section 7.1 thereof (the “Expiration Time”), each Class B Holder shall be bound by and comply with Section 8.05(b)
(Confidentiality; Publicity), Section 11.16 (Acknowledgements) and Section 11.17 (Waiver; Privilege) of the Merger Agreement (and any
relevant definitions contained in any such Sections) as if (x) such Class B Holder was an original signatory to the Merger Agreement with
respect to such provisions, and (y) each reference to the “Acquiror” contained in such provisions also referred to each such
Class B Holder.


 






     


     


    

 


2. Agreement
to Vote.


 


(a) Each
Class B Holder hereby unconditionally and irrevocably agrees from the date hereof until the Expiration Time, to vote at any meeting
of the stockholders of Acquiror or in any other circumstance in which the vote or consent of the stockholders of Acquiror is sought (and
appear at any such meeting, in person or by proxy, or otherwise cause all of such holder’s Subject Acquiror Equity Securities (as
defined below) to be counted as present thereat for purposes of establishing a quorum) all of such Class B Holder’s Acquiror Class
B Common Stock (together with any other Equity Securities of Acquiror that such Class B Holder holds of record or beneficially, as of
the date of this Agreement, or acquires record or beneficial ownership of after the date hereof, collectively, the “Subject Acquiror
Equity Securities”):


 


(i) in
favor of the Acquiror Stockholder Matters,


 


(ii) against
any Alternate Business Combination (other than the Merger Agreement and the Transactions);


 


(iii)
against any proposal, action or agreement that would reasonably be expected to result in any of the conditions set forth in Article 9
of the Merger Agreement not being fulfilled.


 


(b)
Each Class B Holder hereby unconditionally and irrevocably agrees, from the date hereof until the Expiration Time, not to redeem,
elect to redeem or tender or submit any of its Subject Acquiror Equity Securities for redemption in connection with the Merger Agreement
or the Transactions.


 


(c) The
obligations of Class B Holders specified in this Section 1 shall apply whether or not the Mergers, any of the Transactions or any
action described above is recommended by Acquiror’s board of directors (the “Acquiror Board”) or the Acquiror
Board has affected a Change in Recommendation.


 


(d) Each
Class B Holder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of
any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, Merger Subs, the Company or any of
their respective successors or directors (i) challenging the validity of, or seeking to enjoin the operation of, any provision of
this Agreement or (ii) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry
into the Merger Agreement.


 


(e) Each
of Acquiror and the Class B Holders, by execution of this Agreement, hereby agrees and consents to the termination of the Registration
and Stockholder Rights Agreement, dated as of February 9, 2021 (the “Rights Agreement”) effective as of the Effective
Time, without any further liability or obligation to Acquiror. The termination of the Rights Agreement shall terminate the rights of the
parties thereto to enforce any provisions of such agreement that expressly survive the termination of the Rights Agreement. Each Class
B Holder hereby waives any right to notice, right of first offer, right of first refusal or similar rights with respect to the Transaction,
in each case that such Class B Holder may have under the Rights Agreement.


 






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3. Vesting.


 


(a) The
Class B Holders and the Company agree that, as of immediately prior to (but subject to) the Closing, all of the shares of Acquiror Class
B Common Stock and Acquiror Common Stock issuable upon conversion of Acquiror Class B Common Stock in connection with the Closing held
by the Class B Holders as of immediately prior to the Closing (the “SPAC Shares”) shall be unvested and shall become
subject to the vesting and forfeiture provisions set forth in this Section 3 following the Closing (pro rata based on each Class
B Holder’s relative ownership of SPAC Shares).


 


(b) 6,900,000
SPAC Shares, which represent 80% of the outstanding SPAC Shares, shall vest (and shall not be subject to forfeiture) at the Closing.


 


(c) 1,725,000
SPAC Shares, which represent 20% of the outstanding SPAC Shares (the “SPAC Vesting Shares”), shall vest (and shall
not be subject to forfeiture) upon the date on which the Acquiror Common Stock’s volume weighted average price on the NASDAQ as
reported by Bloomberg is greater than $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period during the Vesting Period. Any SPAC
Vesting Shares that have not vested, pursuant to this Section 3(c) or Section 3(d), by the end of the Vesting Period shall
be deemed to be transferred by the forfeiting holder to the Acquiror without any consideration and shall be cancelled by the Acquiror
and cease to exist.


 


(d) In
the event that a Company Sale is consummated during the Vesting Period that will result in the holders of Acquiror Common Stock receiving
a Company Sale Price equal to or in excess of $12.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like), then immediately prior to the consummation of such Company Sale, to the extent it has not already occurred, the vesting
condition set forth in Section 3(c) above shall be deemed to have occurred (and such unvested SPAC Vesting Shares shall become
vested) and the holders of such SPAC Vesting Shares shall be eligible to participate in such Company Sale in the same manner as other
holders of shares of Acquiror Common Stock. Notwithstanding anything to the contrary herein, in the event of any merger, sale, consolidation,
business combination, recapitalization, capital stock exchange, tender offer, reorganization or other similar business transaction that
does not constitute a Company Sale, any unvested SPAC Vesting Shares shall not be forfeited, shall remain outstanding, and shall remain
subject to vesting as set forth in Section 3(c).


 


(e) Each
holder of SPAC Vesting Shares shall be responsible for making an election in accordance with Section 83(b) of the Code in respect of its
SPAC Vesting Shares. IT IS THE SOLE RESPONSIBILITY OF EACH SUCH HOLDER OF SPAC VESTING SHARES, AND NOT OF THE ACQUIROR OR SPONSOR (OR
ANY OF THEIR AFFILIATES OR REPRESENTATIVES), TO MAKE AN ELECTION UNDER SECTION 83(B) OF THE CODE, EVEN IF SUCH HOLDER REQUESTS THAT THE
ACQUIROR OR SPONSOR (OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES) ASSIST IN MAKING SUCH ELECTION. EACH SUCH HOLDER THAT MAKES AN ELECTION
UNDER SECTION 83(B) OF THE CODE WITH RESPECT TO SUCH SPAC VESTING SHARES SHALL PROVIDE A COPY OF SUCH ELECTION TO THE ACQUIROR ON OR BEFORE
THE DUE DATE FOR MAKING SUCH ELECTION.


 






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(f) For
purposes of this Section 3:


 


(i) “Company
Sale” means (which, for the avoidance of doubt, shall not include the Transactions): (x) any transaction or series of related
transactions that results in any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring
Equity Securities that represent more than 50% of the total voting power of the then outstanding voting securities of Acquiror (or the
Equity Securities of the surviving Person outstanding immediately after such transaction or transactions) or (y) a sale or disposition
of all or substantially all of the assets of Acquiror and its Subsidiaries on a consolidated basis, in each case other than a transaction
or series of related transactions which results in at least 50% of the combined voting power of the then outstanding voting securities
of Acquiror (or any successor to Acquiror) immediately following the closing of such transaction or series of related transactions beneficially
owned, directly or indirectly, by individuals and entities (or Affiliates of such individuals and entities) who were the beneficial owners,
respectively, of Equity Securities representing more than 50% of the total voting power of the then outstanding voting securities of Acquiror
immediately prior to such transaction or series of related transactions.


 


(ii) “Company
Sale Price” means the price per share for Acquiror Common Stock in a Company Sale as determined by the value ascribed to such
Acquiror Common Stock in the definitive agreement relating to such Company Sale. If and to the extent the price paid per share in the
Company Sale includes any escrows, holdbacks, deferred purchase price, earnouts or other contingent consideration that is payable to the
holders of Acquiror Common Stock in such Company Sale (together, “Contingent Consideration”), the Acquiror Board shall
determine the fair market value of any such Contingent Consideration as of the Closing Date in good faith. If and to the extent the consideration
payable to the holders of Acquiror Common Stock in such Company Sale includes consideration other than cash and the value of such consideration
is not specified in or determined by the definitive agreement relating to such Company Sale, the price for such non-cash consideration
shall be determined by the Acquiror Board in good faith.


 


(iii) “Vesting
Period” means the period beginning on the Closing Date and ending five (5) years following the Closing Date.


 


4. Waiver
of Anti-dilution Protection and Conversion.


 


(a) Each
Class B Holder hereby (a) irrevocably waives, subject to, and conditioned upon, the occurrence of the Closing, to the fullest extent permitted
by Law and the Acquiror Organizational Documents, and (b) agrees not to assert or perfect, any rights to adjustment or other anti-dilution
protection with respect to the rate that the Acquiror Class B Common Stock held by him, her or it converts into Acquiror Class A Common
Stock pursuant to Section 8 of Acquiror’s Certificate of Incorporation or any other adjustments or anti-dilution protections with
respect to such Acquiror Class B Common Stock (whether resulting from the transactions contemplated by the Subscription Agreements or
otherwise).


 






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(b) Each
Class B Holder hereby acknowledges and agrees that, immediately prior to the Effective Time, and subject to Section 4(a), each
share of Acquiror Class B Common Stock that is issued and outstanding as of such time shall automatically convert into one share of Acquiror
Class A Common Stock, and each Class B Holder jointly and severally agree that as a result of such conversion, the 8,625,000 outstanding
shares of Acquiror Class B Common Stock shall collectively convert into 8,625,000 shares of Acquiror Class A Common Stock (subject to
the vesting provisions set forth in Section 3 and ordinary equitable adjustments on account of any stock splits, stock dividends,
reorganizations, recapitalizations and the like).


 


(c) Each
Class B Holder waives any and all rights to convert any working capital loans made by such Class B Holder or any of its Affiliates into
Acquiror Warrants or any other securities that may be issuable upon conversion of such Working Capital Loans.


 


5. Transfer
of Shares. Each Class B Holder hereby agrees that prior to the Expiration Time, such Class B Holder shall not, directly or indirectly,
(a) sell, assign, transfer (including by operation of law), hypothecate, place a lien on, pledge, dispose of, grant any option to purchase,
distribute or otherwise encumber any of such Class B Holder’s Subject Acquiror Equity Securities or otherwise agree to do any of
the foregoing (each, a “Transfer”), (b) deposit any of such Class B Holder’s Subject Acquiror Equity Securities
into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of such
Class B Holder’s Subject Acquiror Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement,
(c) enter into any Contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment,
transfer (including by operation of law) or other disposition of any of such Class B Holder’s Subject Acquiror Equity Securities,
(d) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more events,
developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition
of such Class B Holder’s Subject Acquiror Equity Securities or (e) take any action that would have the effect of preventing or materially
delaying the performance of such Class Holder’s obligations hereunder; provided, however, that the foregoing shall
not apply to any Transfer (i) to such Class B Holder’s employees, officers or directors, any affiliates or family members of any
of such Class B Holder or any affiliates of such Class B Holder; (ii) in the case of an individual, by gift to a member of one of the
individual’s immediate family, an estate planning vehicle, or to a trust, the beneficiary of which is a member of the individual’s
immediate family, an affiliate of such Person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of
descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order;
(v) by private sales or transfers made in connection with the transactions contemplated by the Merger Agreement; (vi) by pro rata distributions
from Sponsor to its members, partners or shareholders pursuant to Sponsor’s organizational documents; and (vii) by virtue of the
laws of Delaware or Sponsor’s organizational documents upon liquidation or dissolution of Sponsor; provided, that any transferee
of any Transfer of the type set forth in clauses (i) through (vii) must enter into a written agreement in form and substance reasonably
satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer.


 






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6. Representations
and Warranties. Each Class B Holder represents and warrants (severally and not jointly) to Acquiror and the Company, solely with respect
to such Class B Holder, as follows: (a) if such Person is not an individual, it is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby are within such Person’s corporate, limited liability
company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational
actions on the part of such Person; (b) if such Person is an individual, such Person has full legal capacity, right and authority to execute
and deliver this Agreement and to perform his or her obligations hereunder; (c) this Agreement has been duly executed and delivered by
such Person and, assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes a legally valid and
binding obligation of such Person, enforceable against such Person in accordance with the terms hereof subject to the Enforceability Exceptions;
(d) the execution and delivery of this Agreement by such Person does not, and the performance by such Person of his, her or its obligations
hereunder will not, (i) if such Person is not an individual, conflict with or result in a violation of the organizational documents of
such Person, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party
(including under any Contract binding upon such Person or such Person’s Subject Acquiror Equity Securities), in each case, to the
extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Person of its, his or
her obligations under this Agreement; (e) there are no actions pending against such Person or, to the knowledge of such Person, threatened
against such Person, before (or, in the case of threatened actions, that would be before) any arbitrator or any Governmental Authority,
which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Person of its, his or her obligations
under this Agreement; (f) such Person has had the opportunity to read the Merger Agreement and this Agreement and has had the opportunity
to consult with its tax and legal advisors in connection therewith; (g) such Person has not entered into, and shall not enter into, any
agreement that would restrict, limit or interfere with the performance of such Person’s obligations hereunder and (h) such Person
is the record and beneficial owner of all of his, her or its Subject Acquiror Equity Securities, and there exist no Liens or any other
limitation or restriction (including, without limitation, any restriction on the right to vote, sell or otherwise dispose of such securities),
other than pursuant to (i) this Agreement, (ii) the Certificate of Incorporation, (iii) the Merger Agreement, (iv) the Class B Holder
Agreement, (v) that certain letter regarding the Securities Subscription Agreement, dated as of December 31, 2020, by and between Sponsor
and Acquiror, (vi) that certain Registration and Stockholder Rights Agreement, dated as of February 9, 2021, among Acquiror, the Sponsor
and the other parties thereto or (vii) any applicable securities laws.


 


7. Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier
of (a) the Closing; and (b) the valid termination of the Merger Agreement in accordance with its terms. Upon termination of this Agreement
as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or liabilities under, or with
respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement
shall not affect any liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement
prior to such termination or Fraud, (ii) Sections 3, 4 and 11 (solely to the extent related to Sections 3
and 4) shall each survive the termination of this Agreement pursuant to Section 7(a), and (iii) Sections 8, 9,
10 and 11 (solely to the extent related to Section 8, 9, or 10) shall survive any termination of this
Agreement. For purposes of this Section 7, (x) “Willful Breach” means an intentional and willful material breach
that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such an act
or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement, and (y) “Fraud”
means actual common law fraud in the making of a specific representation or warranty expressly set forth in this Agreement, committed
by the Party making such express representation or warranty, with intent to deceive another Party, and to induce it to enter into this
Agreement and requires (i) an intentional false representation of material fact expressly set forth in the representations and warranties
set forth in this Agreement; (ii) actual knowledge that such representation is false (as opposed to any fraud claim based on constructive,
knowledge, negligent or reckless misinterpretation or a similar theory); (iii) a specific intention to induce the Party to whom such representation
was made to act or refrain from acting in reliance upon it; (iv) causing that Party, in justifiable reliance upon such false representation,
to take or refrain from taking action; and (v) causing such Party to suffer damage by reason of such reliance. For the avoidance of doubt,
“Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including
a claim for fraud or alleged fraud) based on negligence or recklessness.


 






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8. No
Recourse. Except for claims pursuant to the Merger Agreement or any other Transaction Agreement by any party(ies) thereto against
any other party(ies) thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this
Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising
under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted
against any Company Non-Party Affiliate or any Acquiror Non-Party Affiliate (other than the Class B Holders named as Parties, on the terms
and subject to the conditions set forth herein), and (b) none of the Company Non-Party Affiliates or the Acquiror Non-Party Affiliates
(other than the Class B Holders named as Parties, on the terms and subject to the conditions set forth herein) shall have any liability
arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including
with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations
made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements
or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof
or the transactions contemplated hereby. For the purpose of this Section 8, (x) “Acquiror Non-Party Affiliate”
means (i) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or
Sponsor and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons
in clause (i) (other than, for the avoidance of doubt, Acquiror) or any family member of the foregoing Persons and (y) “Company
Non-Party Affiliate” means (i) any officer, director, employee, partner, member, manager, direct or indirect equityholder or
Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or
any family member of the foregoing Persons and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted
assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).


 


9. Further
Assurances. Each Class B Holder shall execute and deliver, or cause to be delivered, such additional documents, including the Registration
Rights Agreement, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary
(including under applicable Laws), or reasonably requested by Acquiror or the Company, to effect the actions and consummate the Merger
and the other transactions contemplated by this Agreement and the Merger Agreement (including the Transactions and the other Transaction
Agreements), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.


 


10. Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) no Class B Holder makes any agreement or understanding herein
in any capacity (including, in the case of each Other Class B Holder, in such Other Class B Holder’s capacity as a director, officer
or employee of any Acquiror Party) other than in such Class B Holder’s capacity as a record holder and beneficial owner of the Subject
Acquiror Equity Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by each Other Class B Holder
or any representative of Sponsor in such holder’s capacity as a member of the board of directors (or other similar governing body)
of any Acquiror Party or as an officer, employee or fiduciary of any Acquiror Party, in each case, acting in such Person’s capacity
as a director, officer, employee or fiduciary of such Acquiror Party.


 


11. No
Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted
assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns,
any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed
or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.


 


12. Incorporation
by Reference. Sections 1.02 (Construction), 11.03 (Assignment), 11.06 (Governing Law), 11.07 (Captions; Counterparts), 11.09 (Entire
Agreement), 11.10 (Amendments), 11.11 (Severability), 11.12 (Jurisdiction; WAIVER OF TRIAL BY JURY), 11.13 (Enforcement) and 11.15 (Nonsurvival
of Representations, Warranties and Covenants) of the Merger Agreement are incorporated herein and shall apply to this Agreement mutatis
mutandis.


 


[signature pages follow]


 




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IN WITNESS WHEREOF, each of the Parties has
caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 


	XPDI Sponsor
    LLC	 
	 	 	 	 
	By:	/s/
    Patrick C. Eilers	 
	 	Name: 	Patrick C. Eilers	 
	 	Title:	Co-Chief Executive Officer	 





 


	Power &
    Digital Infrastructure Acquisition Corp.	 
	 	 	 	 
	By:	/s/
    Patrick C. Eilers	 
	 	Name: 	Patrick C. Eilers	 
	 	Title:	Chief Executive Officer	 





 


	Core Scientific
    Holding Co.	 
	 	 	 	 
	By:	/s/
    Todd DuChene	 
		Name: 	Todd DuChene	 
		Title:	General Counsel and Secretary	 





 




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	 	OTHER CLASS B HOLDERS:
	 	 
	 	/s/
    Paul Dabbar
	 	Paul Dabbar
	 	 
	 	/s/ Paul Gaynor
	 	Paul Gaynor
	 	 
	 	/s/ Colleen
    Sullivan
	 	Colleen Sullivan
	 	 
	 	/s/ Scott
    Widham
	 	Scott Widham



 


 


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