Core Scientific, Inc. executed the term sheet to acquire Power & Digital Infrastructure Acquisition Corp. (NasdaqCM:XPDI) from XPDI Sponsor LLC, BlackRock, Inc. (NYSE:BLK), Beryl Capital Management LLC, Adage Capital Partners, L.P., a fund of Adage Capital Management, L.P. and other shareholders for $4 billion in a reverse merger transaction on March 24, 2021. Core Scientific, Inc. entered into a definitive merger agreement to acquire Power & Digital Infrastructure Acquisition Corp. from XPDI Sponsor LLC, BlackRock, Inc. (NYSE:BLK), Beryl Capital Management LLC, Adage Capital Partners, L.P., a fund of Adage Capital Management, L.P. and other shareholders in a reverse merger transaction on July 20, 2021. Existing Core Scientific shareholders will roll 100% of their equity. As a result of the merger, among other things, each outstanding share of common stock, of Core Scientific will be cancelled in exchange for the right to receive a number of shares of Class A common stock of Power in an amount that is approximately equal to the quotient obtained by dividing (a) an amount equal to (x) $4.0 billion, divided by (y) the number of shares of Core Scientific Common Stock on a fully-diluted basis, by (b) $10.00. After the transaction, Core Scientific stockholders will own approximately 89%, Power & Digital Infrastructure Acquisition public stockholders will own approximately 8% and XPDI Sponsor LLC will own approximately 2% of the issued and outstanding shares of common stock, respectively, of the combined company. As a result of the transaction, the combined company is expected to operate as Core Scientific, Inc. and remain a publicly listed company on the NASDAQ stock market. Upon the closing of the Business Combination, the combined company will be named Core Scientific, Inc. The parties expect that the common stock and warrants of the combined company will be listed on the Nasdaq Stock Market LLC under the ticker symbols “CORZ” and “CORZW,” respectively. The transaction can be terminated under certain circumstances.

The combined company will continue to be led by Mike Levitt as Co-Chairman and Chief Executive Officer of Core Scientific. Darin Feinstein, Chief Executive Officer and Founder of Blockcap and Co-Founder of Core Scientific, will serve as Co-Chairman of the combined company. The initial Directors of the combined Corporation shall be the Directors of Core Scientific. The transaction is subject to regulatory approval, accuracy of the representations and warranties, receipt of approval for listing on the NASDAQ of the shares of Class A Common Stock to be issued in connection with the business combination, expiration or termination of the waiting period under antitrust laws, effectiveness of the Registration Statement, closing of the merger between Core Scientific and Blockcap, Inc, Power having at least $5 million %of net tangible assets, the Directors and officers of Power & Digital Infrastructure Acquisition Corp. shall have been removed from their respective positions or tendered their irrevocable resignations, the approval by Core Scientific's and Power & Digital Infrastructure Acquisition's stockholders of the proposed merger and satisfaction or waiver of other customary closing conditions. The Class B holders agreed to vote their shares of Class A Common Stock and Class B Common Stock in favor of approving the agreement and the business combination. Core Scientific Stockholders have entered into a support agreement under which they have agreed to vote or cause to be voted or to execute and deliver a written consent with respect to the Core Scientific equity securities held by the Core Scientific stockholders adopting the agreement and approving the business combination. XPDI Sponsor LLC has entered into certain sponsor agreement pursuant to which it has agreed to vote in favor of the approval and adoption of the agreement and the transaction. The Boards of Directors of Core Scientific and Power have unanimously approved the transaction. The Board of Core Scientific and Power & Digital Infrastructure Acquisition have adopted a resolution recommending the approval and adoption of the agreement and the merger by their stockholders. As of December 31, 2021, U.S. Securities and Exchange Commission (the “SEC”) has declared effective XPDI's registration statement on Form S-4. XPDI will mail stockholders as of December 7, 2021 (the “Record Date”) the definitive proxy statement/prospectus relating to the special meeting of XPDI stockholders (the “Special Meeting”), to be held on January 19, 2022.

The transaction is expected to be completed in the fourth quarter of 2021. The proceeds from the transaction are expected to fund mining equipment purchases and infrastructure build. Barclays Capital Inc. and Nygaard and Brombach of XMS Capital Partners, LLC acted as the financial advisors and Debbie P. Yee, Adam Garmezy, Richard J. Campbell, David Wheat and Julia Danforth of Kirkland & Ellis LLP acted as the legal advisors to Power & Digital Infrastructure Acquisition Corp. Evercore Inc. (NYSE:EVR) acted as the financial advisor and Daniel S. Peale, David I. Silverman, Nicolas Dumont, Kristin Leavy, Elizabeth Lewis, Eileen Marshall, Robert Sanchez, Todd Gluth, Howard Morse, Sharon Connaughton, Nancy Wojtas and Dave Walsh of Cooley LLP acted as the legal advisors to Core Scientific. Mark Zimkind from Continental Stock Transfer & Trust Company acted as a transfer agent for Power & Digital. Morrow Sodali LLC acted as an information agent to Power & Digital. XPDI will pay to Morrow Sodali LLC a fee of $37,500.