Griid Infrastructure LLC entered into a letter of intent to acquire Adit EdTech Acquisition Corp. (NYSE:ADEX) from a group of shareholders in a reverse merger transaction on July 6, 2021. Griid Infrastructure LLC entered into a definitive merger agreement to acquire Adit EdTech Acquisition Corp. from a group of shareholders for approximately $3 billion in a reverse merger transaction on November 29, 2021. Under the terms of agreement, the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in Griid and each limited liability company membership unit of Griid that is issued and outstanding immediately prior to the effective time of the merger will automatically be converted into and become the right to receive such unit's proportionate share, as determined in accordance with the Merger Agreement, of 308,100,000 shares of ADEX common stock, par value $0.0001 per share (“Common Stock”). The proposed transaction values the combined company at an implied fully diluted pro forma enterprise value of approximately $3.3 billion, assuming no redemptions of shares of Adit EdTech by its public stockholders and approximately $125 million of debt outstanding as of the closing (which debt is drawn down under GRIID's $525 million secured credit facility with Blockchain.com). In connection with the execution of the Merger Agreement, ADEX entered into a Voting Agreement with a Griid member (the “Voting Agreement”) covering approximately 64% of Griid's membership units. The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID (the “Merger”), the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of ADEX. Post completion of the acquisition, current GRIID equity holders will own approximately 90%, Adit EdTech public stockholders will own approximately 8% and Adit EdTech's sponsor will own approximately 2% of the outstanding shares of voting stock of the combined company at closing, respectively. Upon completion of the proposed transaction. the combined company is expected to operate under the name “GRIID Infrastructure Inc.” and be listed on the NYSE under the new ticker symbol “GRDI”.

GRIID's existing management team, led by President and Chief Executive Officer Trey Kelly, will continue to lead the business. At the Effective Time, GRIID shall be the sole member of the Surviving Company (and all members of the board of managers of the Company immediately prior to the Effective Time shall be removed as of the Effective Time). The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the Surviving Company. The transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation: (i) the approval and adoption of the Merger Agreement and transactions contemplated thereby by requisite vote of ADEX's stockholders (the “ADEX Stockholder Approval”); (ii) the approval of the Merger Agreement and transactions contemplated thereby by the written consent of Griid members that hold at least the requisite number of issued and outstanding units of Griid (the “Griid Written Consent”); (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing or making illegal the consummation of the Transactions shall be in effect; (v) after giving effect to the transactions contemplated by the Merger Agreement, ADEX has net tangible assets of at least $5,000,001 upon consummation of the Merger; (vi) ADEX's listing application with the New York Stock Exchange (“NYSE”) in connection with the Merger has been approved and, immediately following the effective time of the Merger, ADEX will satisfy any applicable initial and continuing listing requirements of NYSE, and ADEX has not received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the effective time, and the shares of Common Stock have been approved for listing on NYSE; (vii) the other party's compliance in all material respects with its covenants set forth in the Merger Agreement; and (viii) the S-4 Registration Statement (as defined below) has become effective, no stop order has been issued by the U.S. Securities and Exchange Commission and remains in effect with respect to the S-4 Registration Statement. The transaction is unanimously approved by the Board of Directors of ADEX and the Board of Managers of Griid. The proposed transaction is expected to close in the first quarter of 2022. The transaction is expected to provide approximately $246 million of cash at closing from Adit EdTech's trust account, after payment of Adit EdTech's transaction expenses and without giving effect to any redemptions by Adit EdTech public stockholders. As on August 26, 2022, parties entered into a waiver agreement to waive their right to terminate the Agreement pursuant to Section 8.1(d) of the Agreement until October 1, 2022 its right to terminate the Agreement and Plan of Merger, dated as of November 29, 2021 and amended as of December 23, 2021, by and among the Company, ADEX Merger Sub, LLC and GRIID, based on the transactions contemplated thereby not having been consummated on or prior to August 27, 2022.

Wells Fargo Securities LLC, acted as the financial advisor to Adit EdTech for capital markets and M&A advisory services. Arthur D. Little LLC acted as advisor to Adit EdTech for technical and commercial due diligence. Edelstein & Company, LLP acted as advisor to Adit EdTech for accounting and tax due diligence and quality of earnings assessment. Evolve Security, LLC acted as cybersecurity advisor to Adit EdTech for external, internal and wireless security testing and assessment. Jack S. Bodner, Michael J. Riella, Brian K. Rosenzweig, Jeff Potash, Kerry Burke, Christopher DeCresce, Jeffrey Potash, Lilit Kazangyan, Kevin Zaragoza and Adrian Perry of Covington & Burling LLP acted as legal advisors to Adit EdTech. Patrick B. Costello, Steven Khadavi, Jeffery R. Banish, Joan C. Arnold, Justin A. Wood and Joseph Walsh of Troutman Pepper Hamilton Sanders LLP acted as legal advisor to GRIID. ADEX has engaged Okapi Partners LLC to assist in the solicitation of proxies. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to ADEX. Lincoln received customary fees from ADEX for its services, in the amount of $500,000, $75,000 of which was paid upon Lincoln's retention, and the balance of which was earned when Lincoln informed the ADEX board of directors that it was prepared to render its opinion and is payable upon the closing of the merger. Wells would receive $3,500,000 upon the consummation of a business combination. Evolve Security, LLC will be paid $55,000; Edelstein & Company, LLP will be paid $16,000; Lincoln International LLC will be paid $500,000 and Arthur D. Little LLC will be paid $250,000 for their services as due diligence providers to ADEX. Okapi Partners LLC received $25,000 as fees from Adit EdTech.