Greenidge Generation Holdings Inc. executed a letter agreement to acquire Support.com, Inc. (NasdaqCM:SPRT) from BLR Partners LP managed by Fondren Management LP, 210 Capital LLC and others for $84.7 million in a reverse merger transaction on March 2, 2021. Greenidge Generation Holdings Inc. entered into an agreement and plan of merger to acquire Support.com, Inc. (NasdaqCM:SPRT) in a reverse merger transaction on March 19, 2021. The companies have signed a definitive agreement to merge in a stock-for-stock transaction. The Merger Agreement specifies that approximately 5% of Greenidge common stock will be paid to Support.com shareholders in consideration for the Support.com operating and other assets, and approximately 3% will be paid in consideration for the estimated $33 million of cash expected to be on Support.com's balance sheet at Closing using a formula set forth in the merger agreement. Based on Support.com's closing share price on March 19, 2020, Support.com stockholders would receive approximately 0.124 shares of Class A common stock of Greenidge for each share of Support.com. The aggregate consideration consists of 2,998,261 shares of class A common stock of Greenidge. Following the closing, Support will survive as a wholly owned subsidiary of Greenidge. Greenidge expects to become a Nasdaq listed company through a merger with Support.com. Upon completion of merger, Support.com stockholders and option holders will collectively own approximately 8% of the combined company's common stock and Greenidge stockholders will own approximately 92%. At the effective time of the merger, each share of Support.com, Inc. common stock issued and outstanding immediately prior to the effective time will be cancelled and extinguished and automatically converted into the right to receive 0.115 shares of Greenidge Class A common stock, plus cash in lieu of any fractional shares of Greenidge Class A common stock resulting from such calculation. The shares of Greenidge Class A common stock to begin trading on The Nasdaq Global Select Market under the ticker symbol “GREE” on September 15, 2021. If the agreement terminated by Support.com, then Support.com will pays to Greenidge a termination fee of $3.5 million.

The management and Board of the resulting issuer will be namely Jeffrey Kirt, Chief Executive Officer and Director; Dale Irwin, President, Timothy Rainey; Chief Financial Officer; Dustin Beaudry, Chief Technology Officer; Greg Ohanessian, Chief Mining Officer; Timothy Fazio, Chairman Ted Rogers; Vice Chairman; Andrew Bursky, Director; David Filippelli, Director Jerome Lay, Director; Timothy Lowe, Director; Michael Neuscheler, Director Daniel Rothaupt as Director.

The transaction is subject to Support.com majority shareholders approval, receipt of all approvals and consents from any applicable governmental authority that are necessary for the consummation of the Merger, the effectiveness of the S-4 Registration Statement, the listing of the shares of Parent Class A Common Stock issued in connection with the Merger (the “Issued Class A Stock”) on the Nasdaq Global Select Market or Nasdaq Capital Market (the “Listing”) and other customary closing conditions. The merger is conditioned upon Support.com having at least $28 million in cash on its balance sheet at closing. As a condition to Greenidge's entry into the merger agreement, 210 Capital, LLC acquired approximately 3.9 million shares of Support.com in a private placement. In addition, in connection with the merger agreement, 210 Capital LLC and certain other Support.com shareholders, who together with 210 Capital LLC hold approximately 30% of the outstanding voting stock of Support.com, entered into an agreement with Greenidge to vote such stock in favor of the merger. Support.com and Greenidge Board of Directors has unanimously approved the merger. The Board of Support has unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Support and its stockholders, approved and declared advisable the Merger Agreement and recommends that Support stockholders vote “FOR” the adoption of the Merger Agreement. As of March 30, 2021, shareholders of Support.com approved the merger agreement. Support.com has scheduled a special meeting of its stockholders to be held on September 10, 2021 at 8:00 a.m. PT to approve the proposed merger. As September 10, 2021, Support.com, Inc.'s shareholders approved the merger. The merger is expected to close in Q3 2021. As of September 13, 2021, transaction is expected to close on September 14, 2021.

Christopher M. Zochowski, Kyle Gann and Bradley Noojin of Winston & Strawn LLP acted as legal advisor and Jimmy Baker, Joe Nardini, Patrice McNicoll, and Thomas McGlynn of B. Riley Securities, Inc. acted as financial advisor to Greenidge. David Ingles, James Masetti, Brian McKenna, Nora Burke, Michael Sibarium, Cindy Schlaefer and Reza Zarghamee of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors and BTIG acted as financial advisor to Support.com. BTIG will receive a fee of 0.45 million and fee of $0.3 million on rendering its opinion to Support. Shearman & Sterling LLP acted as legal advisor to BTIG, LLC. Harkins Kovler, LLC has been retained to assist with the solicitation of proxies and provide related proxy advisory services. Harkins Kovler, LLC will be paid a final fee expected not to exceed $25,000 for these services in connection with the special meeting. Greenidge intends to appoint Computershare Trust Company, N.A. as the transfer agent for its class A common stock. CHRISTOPHER M. ZOCHOWSK, CODY L. WRIGHT, ALAN BICKERSTAFF, DREW ELPHICK, ALAN S. GOUDISS, GILLIAN EMMETT MOLDOWAN, KRISTINA L. TRAUGER, RICHARD ALSOP, K. MALLORY BRENNAN, JAI GARG, EITAN MORRIS, HEATHER C. PALS, DEBORA AYOUB, ELENA RODRIGUEZ of Shearman & Sterling LLP acted as legal advisor to Greenidge Generation Holdings Inc.

Greenidge Generation Holdings Inc. completed the acquisition of Support.com, Inc. (NasdaqCM:SPRT) from BLR Partners LP managed by Fondren Management LP, 210 Capital LLC and others in a reverse merger transaction on September 14, 2021.