MEZZANINE EQUITY | MEZZANINE EQUITY Private Placements- Mezzanine Equity Series A & B On April 1, 2021 the Company entered into a Series A Preferred Stock Purchase Agreement pursuant to which the Company issued and sold 9,792,000 shares of Series A Preferred Stock in the Series A Private Placement at a price of $8.68 per share to various accredited individuals in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act, and Regulation D thereunder for aggregate consideration of approximately $85.0 million. In connection with the Series A Private Placement, the Company incurred approximately $6.3 million in fees and $631,897 as debt issuance costs for warrants issued as part of the Series A Private Placement. Further, pursuant to the Series A Private Placement, Stronghold Inc., the investors in the Series A Private Placement and key holders entered into a Right of First Refusal Agreement ("ROFR Agreement"). Under the ROFR Agreement, the key holders agreed to grant a right of first refusal to Stronghold Inc. to purchase all or any portion of capital stock of Stronghold Inc., held by a key holder or issued to a key holder after the date of the ROFR Agreement, not including any shares of Series A Preferred Stock or common stock issued or issuable upon conversion of the Series A Preferred Stock. The key holders also granted a refusal right of refusal to the investors in the Series A Private Placement to purchase all or any eligible capital stock not purchased by Stronghold Inc. pursuant to its right of first refusal. The ROFR Agreement also provided certain co-sale rights to investors in the Series A Private Placement to participate in any sale or similar transfer of any shares of common stock owned by a key holder or issued to a key holder after the Series A Private Placement, on the terms and conditions specified in a written notice from a key holder. The investors, however, are not obligated to participate in such sales or similar transfers. The co-sale and rights of first refusal under the ROFR Agreement terminated when the Preferred Stock converted into shares of Class A common stock. On May 14, 2021, the Company completed the Series B Private Placement. The terms of the Series B Preferred Stock were substantially similar to the Series A Preferred Stock, except for differences in the stated value of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or certain deemed liquidation events. In connection with the Series B Private Placement, the Company sold 1,817,035 shares of its Series B Preferred Stock for an aggregate purchase price of $20.0 million. In connection with the Series B Private Placement, the Company incurred approximately $1.6 million in fees and expenses and $148,575 as debt issuance costs for warrants issued as part of the Series B Private Placement. The Company entered into registration rights agreements with the investors in the Private Placements concurrently with the closing of each Private Placement, with certain filing deadlines as defined in the agreements. The following is a summary of the Series A and Series B valuations: Series A Series B Proceeds $ 85,000,000 $ 20,000,305 Transaction Fees (1) : B. Riley Securities (5,100,000) (1,200,000) Vinson & Elkins L.L.P. (1,226,990) (408,997) Debt issuance costs pertaining to stock registration warrants - refer to Note 14 (631,897) (148,575) Total net mezzanine equity $ 78,041,113 $ 18,242,733 _______________ (1) – consists of registration and placement fees Common Stock – Class V In connection with the Reorganization on April 1, 2021, Stronghold LLC immediately thereafter distributed the 27,072,000 shares of Class V common stock to Q Power. In addition, effective as of April 1, 2021, Stronghold Inc. acquired 14,400 Stronghold LLC Units held by Q Power (along with an equal number of shares of Class V common stock) in exchange for 14,400 newly issued shares of Class A common stock. Common Stock – Class V represents 68.9% ownership of Stronghold LLC. where the original owners of Q Power have economic rights and, as a holder, one vote on all matters to be voted on by our stockholders generally, and a redemption right into Class A shares. The Company classifies shares of Class V common stock held by Q Power as mezzanine equity based on its assessment of (i) the right (the “Redemption Right”) to cause Stronghold LLC to acquire all or a portion of its Stronghold LLC Units for, at Stronghold LLC’s election, (x) shares of Stronghold Inc.’s Class A common stock at a redemption ratio of one share of Class A common stock for each Stronghold LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (y) an approximately equivalent amount of cash as determined pursuant to the Stronghold LLC Agreement of Q Power, and (ii) the right (the “Call Right”), for administrative convenience, to acquire each tendered Stronghold LLC Unit directly from the redeeming Stronghold Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an approximately equivalent amount of cash as determined pursuant to the terms of the Stronghold LLC Agreement of the Company pursuant to ASC 480-10-S99-3A. For each share of class V common stock outstanding, there is a corresponding outstanding Class A common unit of Stronghold LLC. The redemption of any share of Class V common stock would be accompanied by a concurrent redemption of the corresponding Class A common unit of Stronghold LLC, such that both the share of Class V common stock and the corresponding Class A common unit of Stronghold LLC are redeemed as a combined unit in exchange for either a single share of Class A common stock or cash of equivalent value based on the fair market value of the Class A common stock at the time of the redemption. For accounting purposes, the value of the Class A common units of Stronghold LLC is attributed to the corresponding shares of Class V common stock on the September 30, 2021 balance sheet. Common Stock – Class V is classified as mezzanine equity in the unaudited condensed consolidated balance sheet as, pursuant to the Stronghold LLC Agreement, the Redemption Rights of each unit held by Q Power for either shares of Class A common stock or an equivalent amount of cash is not solely within the Company’s control. This is due to the holders of the Class V common stock collectively owning a majority of the voting stock of the Company, which allows the holders of Class V common stock to elect the members of the Board, including those directors that determine whether to make a cash payment upon a Stronghold LLC Unit Holder’s exercise of its Redemption Right. Mezzanine equity is recorded at the greater of the book value or redemption amount from the date of the issuance, April 1, 2021, and the reporting date as of September 30, 2021. As of the issuance date of April 1, 2021, the shares of the Class V common stock are classified as mezzanine equity at the fair value of $6.39 per share, net of the non-controlling equity interest, or $172,774,000. As of September 30, 2021, the fair value price per share is $9.33, and the maximum redemption value was increased by $79,669,602 to $252,443,652. The valuation and the subsequent fair value adjustment are accounted for as an increase in mezzanine equity, and also as a negative increase to accumulated deficits respectively. The Company recorded Mezzanine Equity as presented in the table below: Non- controlling Interest(1) Series A Series B Common - Class V Preferred Shares Amount Preferred Shares Amount Shares Amount Total Balance - July 1, 2021 $ — 9,792,000 $ 78,041,113 1,817,035 $ 18,242,733 27,057,600 $ 167,661,249 $ 263,945,094 Net losses for the three months ended September 30, 2021................................................................ (4,328,460) — — — — — — (4,328,460) Maximum redemption right valuation.................. 4,328,460 — — — — — 75,341,142 79,669,602 Balance - September 30, 2021 $ — 9,792,000 $ 78,041,113 1,817,035 $ 18,242,733 27,057,600 $ 243,002,391 $ 339,286,236 Non- controlling Interest(1) Series A Series B Common - Class V Preferred Shares Amount Preferred Shares Amount Shares Amount Total Balance - December 31, 2020 $ (2,710,323) — $ — — $ — — $ — $ (2,710,323) Net loss - January 1 to March 31, 2021 (167,261) — — — — — — (167,261) Balance prior to the reorganization on April 1, 2021 (2,877,584) (2,877,584) Effect of reorganizations (see Note 1) Exchange of common shares - Class V — — — — 27,072,000 — Issuance of Series A convertible redeemable preferred units — 9,792,000 78,673,010 — — — — 78,673,010 Warrants issued as part of stock registrations - refer to Note 14 — — (631,897) — — — — (631,897) Exchange of common units for Class A common shares — — — — — (14,400) — Issuance of Series B convertible redeemable preferred units — — — 1,817,035 18,391,308 — — 18,391,308 Warrants issued as part of stock registrations - refer to Note 14 — — — — (148,576) — — (148,576) Net losses for the six months ended September 30, 2021 (6,563,677) — — — — — — (6,563,677) Maximum redemption right valuation 9,441,261 243,002,391 252,443,652 Balance- September 30, 2021 $ — 9,792,000 $ 78,041,113 1,817,035 $ 18,242,733 27,057,600 $ 243,002,391 $ 339,286,236 _______________ 1 Refer to Note 16- Non-controlling Interest for further discussions |