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Exhibit Description Filed Herein
−Removed: 2.1† Agreement and Plan of Merger and Reorganization by and among Power & Digital Acquisition Corp., XPDI Merger Sub Inc., XPDI Merger Sub 2, LLC and Core Scientific Holding Co.
−Removed: (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-40046), filed with the SEC on July 21, 2021).
−Removed: 2.2† First Amendment to Agreement and Plan of Merger and Reorganization by and among Power & Digital Acquisition Corp., XPDI Merger Sub Inc., XPDI Merger Sub 2, LLC and Core Scientific Holding Co.
−Removed: (incorporated herein by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-258720), filed with the SEC on October 4, 2021).
−Removed: 2.3† Second Amendment to Agreement and Plan of Merger and Reorganization by and among Power & Digital Acquisition Corp., XPDI Merger Sub Inc., XPDI Merger Sub 2, LLC and Core Scientific Holding Co.
−Removed: (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-40046), filed with the SEC on December 30, 2021).
−Removed: 3.1 Second Amended and Restated Certificate of Incorporation of Core Scientific, Inc.
−Removed: (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-40046), filed with the SEC on January 24, 2022).
−Removed: 3.2 Amended and Restated Bylaws of Core Scientific, Inc.
−Removed: (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-40046), filed with the SEC on January 24, 2022).
−Removed: 4.1† Form of Bridge Promissory Note, by and between the Company and B.
+Added: 10.1†# Bridge Promissory Note, dated as of April 7, 2022, by and between the Company and B.
Riley Commercial Capital, LLC.
−Removed: 4.2† Form of Bridge Promissory Note, by and between the Company and BRF Finance Co., LLC
−Removed: 10.1†+ Separation Agreement, dated as of April 18, 2022, by and between the Company and Michael Trzupek
−Removed: 10.2+ Employment Agreement, dated as of April 7, 2022, by and between the Company and Denise Sterling
+Added: 10.2†# Bridge Promissory Note, dated as of April 7, 2022, by and between the Company and BRF Finance Co, LLC.
31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
−Removed: + Indicates management contract or compensatory plan.
+Added: # Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and are the type that the registrant treats as private or confidential.
Furnished herewith.
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CORE SCIENTIFIC, INC.
−Removed: May 13, 2022 By:
+Added: August 22, 2022 By:
/s/ Denise Sterling
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.