Voluntary Petition For Non-Individuals Filing For Bankruptcy

Case 22-90273 Document 1 Filed in TXSB on 09/22/22 Page 1 of 128
Fill in this information to identify the case:
United States Bankruptcy Court for the:

Southern District of Texas
(State) ☐ Check if this is an
Case number (if known): Chapter 11 amended filing
Official Form 201

Voluntary Petition for Non-Individuals Filing for
Bankruptcy 04/20
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.
1. Debtor’s Name Compute North Holdings, Inc.
N/A
2. All other names debtor used
in the last 8 years
Include any assumed names,

trade names, and doing
business as names
3. Debtor’s federal Employer

Identification Number (EIN) ___85-3774534 _____________
4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business
7575 Corporate Way
Number Street Number Street
Eden Prairie, Minnesota 55344

City State Zip Code City State Zip Code
Location of principal assets, if different from

principal place of business
Hennepin
County
5. Debtor’s website (URL) https://www.computenorth.com/
6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
☐ Partnership (excluding LLP)
☐ Other. Specify:
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
Debtor Compute North Holdings, Inc. Case number (if known)
Name
A. Check One:
7. Describe debtor’s business
☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))
☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
☐ Railroad (as defined in 11 U.S.C. § 101(44))
☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))
☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))
☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))
☒ None of the above
B. Check all that apply:

☐ Tax-exempt entity (as described in 26 U.S.C. § 501)
☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
5182
8. Under which chapter of the Check One:

Bankruptcy Code is the
debtor filing? ☐ Chapter 7
☐ Chapter 9
☒ Chapter 11. Check all that apply:
☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its
A debtor who is a “small business aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)
debtor” must check the first sub-box. A are less than $2,725,625. If this sub-box is selected, attach the most recent balance
debtor as defined in § 1182(1) who sheet, statement of operations, cash-flow statement, and federal income tax return or if
elects to proceed under subchapter V any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B)..
of chapter 11 (whether or not the ☐ The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate noncontingent
debtor is a “small business debtor”)
liquidated debts (excluding debts owed to insiders or affiliates) are less than $7,500,000,
must check the second sub-box.
and it chooses to proceed under Subchapter V of Chapter 11. If this sub-box is selected,
attach the most recent balance sheet, statement of operations, cash-flow statement, and
federal income tax return, or if any of these documents do not exist, follow the procedure
in 11 U.S.C. § 1116(1)(B).
☐ A plan is being filed with this petition.
☐ Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
____ Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals
Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
☐ Chapter 12
9. Were prior bankruptcy ☒ No
cases ☐ Yes. District When Case number
filed by or against the MM/DD/YYYY
debtor within the last 8
years? District When Case number
MM/DD/YYYY
If more than 2 cases, attach a
separate list.
Name
10. Are any bankruptcy cases ☐ No

pending or being filed by a ☒ Yes. Relationship Affiliate
See Schedule 1
business partner or an Debtor
affiliate of the debtor? District Southern Texas When 09 / 22 / 2022
List all cases. If more than 1, MM / DD / YYYY
attach a separate list. Case number, if known _______________________
11. Why is the case filed in this Check all that apply:
district?
☐ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
☒ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.
12. Does the debtor own or ☒ No

have possession of any real ☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if
property or personal needed.
property that needs
immediate attention? Why does the property need immediate attention? (Check all that apply.)
☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or
safety.
What is the hazard?
☐ It needs to be physically secured or protected from the weather.
☐ It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
☐ Other
Where is the property?
Number Street
City State Zip Code
Is the property
insured?
☐ No
☐ Yes. Insurance
agency
Contact name
Phone
Statistical and administrative information
13. Debtor's estimation of Check one:

available funds
☐ Funds will be available for distribution to unsecured creditors.
☒ After any administrative expenses are paid, no funds will be available for distribution to unsecured
creditors.
14. Estimated number of ☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000

creditors1 ☐ 50-99 ☐ 5,001-10,000 ☐ 50,001-100,000
☐ 100-199 ☐ 10,001-25,000 ☐ More than 100,000
☒ 200-999
1
Estimated number of creditors, assets and liabilities noted here are provided on a consolidated basis.
Name
15. Estimated assets2 ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☒ $100,000,001-$500 million ☐ More than $50 billion
16. Estimated liabilities3 ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☒ $100,000,001-$500 million ☐ More than $50 billion
Request for Relief, Declaration, and Signatures
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of petition.
debtor
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on 09 / 22 / 2022
MM/ DD / YYYY
 /s/ Harold Coulby Harold Coulby

Signature of authorized representative of debtor Printed name
Title Authorized Signatory
18. Signature of attorney  /s/ James T. Grogan III Date 09 / 22 / 2022

Signature of attorney for debtor MM/DD/YYYY
James T. Grogan III

Printed name
Paul Hastings LLP
Firm name
600 Travis Street, 58th Floor
Number Street
Houston TX 77002
City State ZIP Code
(713) 860-7300 [email protected]
Contact phone Email address
24027354 TX
Bar number State
2
3
Fill in this information to identify the case:

,
United States Bankruptcy Court for the:
Southern District of Texas
(State)
Case number (if
known): Chapter 11
Schedule 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a
petition in the United States Bankruptcy Court for the Southern District of Texas for relief under
chapter 11 of title 11 of the United States Code. The Debtors plan to file a motion with the Court
requesting joint administration of these cases for procedural purposes only under the case number
assigned to the chapter 11 case of Compute North Holdings, Inc.
Employer/Corporate
Debtor Jurisdiction
Identification Number
Compute North Holdings, Inc. 85-3774534 United States
Compute North LLC 82-3377185 United States
CN Corpus Christi LLC 88-1145551 United States
CN Atoka LLC 87-3904384 United States
CN Big Spring LLC 87-3854397 United States
CN Colorado Bend LLC 87-3864610 United States
CN Developments LLC 87-3782570 United States
CN Equipment LLC 88-2676885 United States
CN King Mountain LLC 87-3937190 United States
CN Minden LLC 87-3833722 United States
CN Mining LLC 87-4495223 United States
CN Pledgor LLC 87-4409871 United States
Compute North Member LLC 87-3758639 United States
Compute North NC08 LLC 87-1858069 United States
Compute North NY09 LLC 87-2175453 United States
Compute North SD, LLC 37-1911501 United States
Compute North Texas LLC 35-2621883 United States
Compute North TX06 LLC 85-4305921 United States
Compute North TX10 LLC 87-3224238 United States
WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF
COMPUTE NORTH HOLDINGS, INC.
September 22, 2022
The undersigned, being all of the members of the Board of Directors (the “Board”) of
Compute North Holdings, Inc., a Delaware corporation (the “Company”), do hereby take the
following actions and adopt the following resolutions pursuant to its Bylaws, effective as of
December 1, 2020, as amended and restated, and Section 141(f) of the Delaware General
Corporation Law, as amended and restated, effective as of the date hereof:
Commencement of Chapter 11 Case
WHEREAS, the Board has, with the benefit of (i) financial advice from the
Company’s financial advisors and management, (ii) legal advice from outside counsel and the
general counsel to the Company, and (iii) operational advice from management of the Company,
fully considered each of the strategic alternatives available to the Company and the effect of the
foregoing on the Company’s business;
WHEREAS, the Board has had the opportunity to consult with the financial and
legal advisors of the Company and assess the considerations related to the commencement of a
chapter 11 case under title 11 of the United States Code (the “Bankruptcy Code”) and has
determined that taking the actions set forth below is advisable and in the best interests of the
Company, and, therefore, approves the following resolutions:
NOW, THEREFORE BE IT RESOLVED, that the Board has determined, after

due consultation with the management of and the legal and financial advisors to the Company,
that it is desirable and in the best interests of the Company, its creditors, and other parties in
interest, that the Company shall be, and hereby is, authorized to file, or cause to be filed, a
voluntary petition for relief (the “Chapter 11 Case”) under the provisions of the Bankruptcy
Code in a court of proper jurisdiction (the “Bankruptcy Court”); and be it further
RESOLVED, that the President, the Chief Operating Officer, the Chief Financial
Officer, the Chief Legal Officer, and any Senior Vice President, and any other representative of
the Company (each, an “Authorized Person”), in each case, acting singly or jointly, is authorized,
empowered, and directed to execute and file in the name and on behalf of the Company, and to
execute and file, or cause to be executed and filed, in the name and on behalf of the Company, all
plans, petitions, schedules, statements, motions, lists, applications, pleadings, orders, and other
documents in the Bankruptcy Court, and, in connection therewith, to employ and retain all
assistance by legal counsel, accountants, financial advisors, investment bankers, and other
professionals, and to take any and all further acts and deeds that such Authorized Person, who
may act without the joinder of any other Authorized Person, deems necessary, proper, or
desirable in connection with the Chapter 11 Case, including negotiating, executing, delivering,
and performing any and all documents, agreements, certificates, and instruments in connection
with the successful prosecution of the Chapter 11 Case, including the professional retentions set
forth in this resolution.
First Day Declarant
NOW, THEREFORE, BE IT RESOLVED, that in light of the familiarity and

experience of Harold Coulby, CFO, with the Company, its day-to-day operations, business and
financial affairs, books and records, the circumstances leading to the commencement of the
Chapter 11 Case, and the Company’s negotiations with its key stakeholders to date, the Board
has determined it is appropriate and in the best interest of the Company to authorize Mr. Coulby
to serve as a declarant and provide testimony on behalf of the Company with respect to the
Company’s need for the relief requested in the “first day” pleadings (the “First Day Relief”) to
be filed in connection with commencement of the Chapter 11 Case; and be it further
RESOLVED, that Mr. Coulby is hereby authorized and empowered, on behalf of

the Company, to provide testimony, including by declaration, on behalf of the Company
regarding the Company, its day-to-day operations, business and financial affairs, books and
records, circumstances leading to the commencement of the Chapter 11 Case, and negotiations
with the Company’s key stakeholders and the Company’s determination regarding the need for
First Day Relief.
Retention of Professionals
NOW, THEREFORE, BE IT RESOLVED, that each Authorized Person be,

and they hereby are, authorized and directed to employ the law firm of Paul Hastings LLP (“Paul
Hastings”), located at 200 Park Avenue, New York, NY 10166, as general bankruptcy counsel to
represent and assist the Company in carrying out its duties under the Bankruptcy Code and
applicable law in the United States, and to take any and all actions to advance the Company’s
rights and obligations, including filing any pleadings; and in connection herewith, each of the
Authorized Persons, with power of delegation, is hereby authorized and directed to execute
appropriate retention agreements, pay appropriate retainers, and to cause to be filed an
appropriate application for authority to retain the services of Paul Hastings; and be it further
RESOLVED, that each Authorized Person be, and they hereby are, authorized
and directed to employ the firm Jefferies LLC (“Jefferies”), located at 520 Madison Avenue,
New York, NY 10022, as investment banker to represent and assist the Company in carrying out
its duties under the Bankruptcy Code and to take any and all actions to advance the Company’s
rights and obligations; and in connection therewith, each of the Authorized Persons, with power
of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers, and to cause to be filed an appropriate application for authority to retain the
services of Jefferies; and be it further
and directed to employ the firm Portage Point Partners (“Portage Point”), located at 300 North
LaSalle, Suite 1420, Chicago, IL 60654, as financial advisor to represent and assist the Company
in carrying out its duties under the Bankruptcy Code and to take any and all actions to advance
2
the Company’s rights and obligations; and in connection therewith, each of the Authorized
Persons, with power of delegation, is hereby authorized and directed to execute appropriate
retention agreements, pay appropriate retainers, and to cause to be filed an appropriate
application for authority to retain the services of Portage Point; and be it further
RESOLVED, that each of the Authorized Persons be, and they hereby are,
authorized and directed to employ the firm of Epiq Corporate Restructuring LLC (“Epiq”) as
notice and claims agent to represent and assist the Company in carrying out its duties under the
Bankruptcy Code, and to take any and all actions to advance the Company’s rights and
obligations; and in connection therewith, each of the Authorized Persons, with power of
delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers, and to cause to be filed appropriate applications for authority to retain the
services of Epiq; and be it further
authorized and directed to employ any other professionals to assist the Company in carrying out
its duties under the Bankruptcy Code; and in connection therewith, each of the Authorized
retention agreements, pay appropriate retainers and fees, and to cause to be filed an appropriate
application for authority to retain the services of any other professionals as necessary; and be it
further
RESOLVED, that each of the Authorized Persons be, and they hereby are, with
power of delegation, authorized, empowered, and directed to execute and file all petitions,
schedules, motions, lists, applications, pleadings, and other papers and, in connection therewith,
to employ and retain all assistance by legal counsel, accountants, financial advisors, and other
professionals and to take and perform any and all further acts and deeds that each of the
Authorized Persons deem necessary, proper, or desirable in connection with the Company’s
Chapter 11 Case, with a view to the successful prosecution of the case.
Subsidiary Written Consents
WHEREAS, Compute North LLC, a Delaware limited liability company

(“Compute North”), CN Corpus Christi LLC, a Delaware limited liability company, CN Atoka
LLC, a Delaware limited liability company, CN Big Spring LLC, a Delaware limited liability
company, CN Colorado Bend LLC, a Delaware limited liability company, CN Developments
LLC, a Delaware limited liability company, CN Equipment LLC, a Delaware limited liability
company, CN King Mountain LLC, a Delaware limited liability company, CN Minden LLC, a
Delaware limited liability company, CN Mining LLC, a Delaware limited liability company, CN
Pledgor LLC, a Delaware limited liability company, Compute North Member LLC, a Delaware
limited liability company, Compute North NC08 LLC, a Delaware limited liability company,
Compute North NY09 LLC, a Delaware limited liability company, Compute North SD, LLC, a
Delaware limited liability company, Compute North Texas LLC, a Delaware limited liability
company, Compute North TX06 LLC, a Delaware limited liability company, Compute North
TX10 LLC, a Delaware limited liability company, are each direct or indirect subsidiaries of the
3
Company (each, a “Subsidiary” and collectively, the “Subsidiaries”), and, therefore, the Board
approves the following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that the Company, as the sole

member of Compute North, and Compute North as the sole member of each of the other
Subsidiaries, execute and deliver the applicable written consents attached hereto as Exhibit A
(the “Written Consents”), and the Subsidiaries consummate or otherwise effectuate the
transactions and other matters contemplated thereby; and be it further
RESOLVED, that the form, terms and provisions of each Written Consent, and
the transactions and other matters contemplated thereby, be, and they hereby are, authorized and
approved in all respects; and be it further
RESOLVED, the Company and Compute North, as applicable, is authorized and

directed in its capacity as the sole member of the applicable Subsidiary to execute and deliver the
Written Consents, as applicable, and each officer of each applicable Subsidiary is authorized and
directed to consummate or otherwise effectuate the transactions and other matters contemplated
by such Written Consent and to do and perform, or cause to be done and performed, all such
acts, deeds and things and to make, negotiate, prepare and execute, deliver and file, or cause to
be made, prepared, executed, delivered, recorded and/or filed, all such agreements, amendments,
certificates, statements, reports, documents, instruments and papers, as such officer may deem
necessary or advisable to carry out the purposes and intent of the applicable Written Consent.
General Authorization
NOW, THEREFORE, BE IT RESOLVED, that in addition to the specific

authorizations heretofore conferred upon the Authorized Persons, such Authorized Persons (and
their designees and delegates) are, in the name of and on behalf of the Company, authorized,
empowered and directed to do and perform, or cause to be done and performed, all such acts,
deeds and things and to make, negotiate, prepare and execute, deliver and file, or cause to be
made, prepared, executed, delivered, recorded and/or filed, all such agreements, amendments,
certificates, statements, reports, documents, instruments and papers, including all such debtor-in-
possession financing agreements (which may include the granting of liens), asset purchase
agreements, chapter 11 plans and associated disclosure statements and any related documents or
agreements, as such Authorized Persons may deem necessary or advisable to carry out the
purposes and intent of the foregoing resolutions, or required to be prepared, executed or filed by
the Company in order for the Company to comply with all applicable requirements and
regulations of applicable law and any administrative or governmental agency in connection with
any matter contemplated by these resolutions, with the making of any such filing, the taking of
any such action or the execution and/or delivery of any such agreement, amendment, certificate,
statement, report, instrument, document or paper constituting conclusive evidence of such
Authorized Person’s authority therefor and of the approval of the Board, and to take such other
actions as any such Authorized Person may deem necessary, desirable, advisable or appropriate
to consummate, effectuate, carry out or further the agreements and transactions contemplated by,
and the intent and purposes of, any of the foregoing resolutions; and be it further
4
RESOLVED, that each Authorized Person (and their designees and delegates) be
authorized, empowered and directed, in the name of and on behalf of the Company, to take all
such actions and to execute and deliver, or cause to be executed and delivered, all such further
agreements, instruments, filings and documents, including all such debtor-in-possession
financing agreements (which may include the granting of liens), asset purchase agreements,
chapter 11 plans and associated disclosure statements and any related documents or agreements,
in the name of and behalf of each Company, under its corporate seal or otherwise, and to pay all
such costs, fees, expenses and taxes as such Authorized Person or Authorized Persons, in their
reasonable business judgment, may deem necessary, proper and advisable in order to fully carry
out the intent and to accomplish the purposes of the foregoing resolutions, with the taking of any
such action or the execution and delivery of any such agreement, instrument or document
constituting conclusive evidence, binding upon the Company, of such Authorized Person’s
authority and of the approval of the Company; and be it further
RESOLVED, that the Board of the Company has received sufficient notice of the
actions and transactions relating to the matters contemplated by the foregoing resolutions, as may
be required by the organizational documents of the Company, or hereby waives any right to have
received such notice; and be it further
RESOLVED, that the omission from these resolutions of any agreement,

document, instrument or other arrangement contemplated by any of the agreements, documents
or instruments described in the foregoing resolutions or any action to be taken in accordance
with any requirement of any of the agreements, documents or instruments described in the
foregoing resolutions shall in no manner derogate from the authority of the Authorized Persons
to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry
out or further the transactions contemplated by, and the intent and purposes of, the foregoing
resolutions; and be it further
RESOLVED, that the signatures of the Authorized Persons in any documents

described or contemplated herein may be the facsimile or .pdf signatures of the Authorized
Persons and may be imprinted or otherwise reproduced thereon, the Company hereby adopts for
such purpose each facsimile or .pdf signature as binding upon it, and in case any Authorized
Person who had signed or whose facsimile or .pdf signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, such certificate may be
issued by the Company with the same effect as if that person were such officer at the date of
issue; and be it further
RESOLVED, that each of the Authorized Persons of the Company be authorized

to certify and deliver, to any person to whom such certification and delivery may be deemed
necessary or appropriate in the opinion of such Authorized Person, a true copy of the foregoing
RESOLVED, that all acts, actions, and transactions relating to the matters
contemplated by the foregoing resolutions done in the name of and on behalf of the Company,
which acts would have been approved by the foregoing resolutions except that such acts were
taken before the adoption of these resolutions, are hereby in all respects approved and ratified as
the true acts and deeds of the Company with the same force and effect as if each such act,
5
transaction, agreement, or certificate has been specifically authorized in advance by resolution of

the Board of the Company.
[Signature on Following Page]
6
DocuSign Envelope ID: 0D011C78-FEC6-4464-87B9-D5260F8879BC
IN WITNESS WHEREOF, the undersigned have executed this written consent effective
as of the date first written above.
Name: PJ Lee
Title: Director
Name: Jose Lima

Title: Director
Name: Dave Perrill

Title: Director
Name: Eli Scher

Title: Director
Name: Scott Tillman

Title: Director
[Signature Page to Board Consent (Compute North Holdings)]

Exhibit A
Written Consents
WRITTEN CONSENT OF THE SOLE MEMBER

OF
COMPUTE NORTH LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of Compute North LLC, a
Delaware limited liability company (the “Company”), does hereby take the following actions and
adopt the following resolutions pursuant to its third amended and restated limited liability
company agreement, dated as of December 1, 2020, as amended and restated, and Section 18-
302(d) of the Delaware Limited Liability Company Act, as amended and restated, effective as of
the date hereof:
WHEREAS, the Sole Member has, with the benefit of (i) financial advice from
the Company’s financial advisors and management, (ii) legal advice from outside counsel and
the general counsel to the Company, and (iii) operational advice from management of the
Company, fully considered each of the strategic alternatives available to the Company and the
effect of the foregoing on the Company’s business;
WHEREAS, the Sole Member has had the opportunity to consult with the
financial and legal advisors of the Company and assess the considerations related to the
commencement of a chapter 11 case under title 11 of the United States Code (the “Bankruptcy
Code”) and has determined that taking the actions set forth below is advisable and in the best
interests of the Company, and, therefore, approves the following resolutions:
NOW, THEREFORE BE IT RESOLVED, that the Sole Member has

determined, after due consultation with the management of and the legal and financial advisors
to the Company, that it is desirable and in the best interests of the Company, its creditors, and
other parties in interest, that the Company shall be, and hereby is, authorized to file, or cause to
be filed, a voluntary petition for relief (the “Chapter 11 Case”) under the provisions of the
Bankruptcy Code in a court of proper jurisdiction (the “Bankruptcy Court”); and be it further
First Day Declarant

Chapter 11 Case, and the Company’s negotiations with its key stakeholders to date, the Sole
Member has determined it is appropriate and in the best interest of the Company to authorize Mr.
Coulby to serve as a declarant and provide testimony on behalf of the Company with respect to
the Company’s need for the relief requested in the “first day” pleadings (the “First Day Relief”)
to be filed in connection with commencement of the Chapter 11 Case; and be it further

First Day Relief.

2
further
Subsidiary Written Consents
WHEREAS, CN Corpus Christi LLC, a Delaware limited liability company, CN

Atoka LLC, a Delaware limited liability company, CN Big Spring LLC, a Delaware limited
liability company, CN Colorado Bend LLC, a Delaware limited liability company, CN
Developments LLC, a Delaware limited liability company, CN Equipment LLC, a Delaware
limited liability company, CN King Mountain LLC, a Delaware limited liability company, CN
Minden LLC, a Delaware limited liability company, CN Mining LLC, a Delaware limited
liability company, CN Pledgor LLC, a Delaware limited liability company, Compute North
Member LLC, a Delaware limited liability company, Compute North NC08 LLC, a Delaware
limited liability company, Compute North NY09 LLC, a Delaware limited liability company,
Compute North SD, LLC, a Delaware limited liability company, Compute North Texas LLC, a
Delaware limited liability company, Compute North TX06 LLC, a Delaware limited liability
company, Compute North TX10 LLC, a Delaware limited liability company, are each direct
subsidiaries of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”), and,
therefore, the Sole Member approves the following resolutions:
3
NOW, THEREFORE, BE IT RESOLVED, that the Company as the sole

member of each of the Subsidiaries, execute and deliver the written consents attached hereto as
Exhibit A (the “Written Consents”), and the Subsidiaries consummate or otherwise effectuate the
transactions and other matters contemplated thereby; and be it further
RESOLVED, that the form, terms and provisions of each Written Consent, and
the transactions and other matters contemplated thereby, be, and they hereby are, authorized and
approved in all respects; and be it further
RESOLVED, the Company is authorized and directed in its capacity as the sole
member of the applicable Subsidiary to execute and deliver the Written Consents, and each
officer of each applicable Subsidiary is authorized and directed to consummate or otherwise
effectuate the transactions and other matters contemplated by such Written Consent and to do
and perform, or cause to be done and performed, all such acts, deeds and things and to make,
negotiate, prepare and execute, deliver and file, or cause to be made, prepared, executed,
delivered, recorded and/or filed, all such agreements, amendments, certificates, statements,
reports, documents, instruments and papers, as such officer may deem necessary or advisable to
carry out the purposes and intent of the applicable Written Consent.

Authorized Person’s authority therefor and of the approval of the Sole Member, and to take such
other actions as any such Authorized Person may deem necessary, desirable, advisable or
appropriate to consummate, effectuate, carry out or further the agreements and transactions
contemplated by, and the intent and purposes of, any of the foregoing resolutions; and be it
further
4

RESOLVED, that the Sole Member of the Company has received sufficient
notice of the actions and transactions relating to the matters contemplated by the foregoing
resolutions, as may be required by the organizational documents of the Company, or hereby
waives any right to have received such notice; and be it further



the Sole Member of the Company.
5
6
IN WITNESS WHEREOF, the undersigned being the Sole Member has executed this
written consent effective as of the date first written above.
COMPUTE NORTH LLC
By: Compute North Holdings, Inc., its sole

member
By:
Name:
Title:
Exhibit A
Written Consents

OF
CN ATOKA LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Atoka LLC, a
adopt the following resolutions pursuant to its limited liability company agreement, dated as of
November 23, 2021, as amended and restated, and Section 18-302(d) of the Delaware Limited
Liability Company Act, as amended and restated, effective as of the date hereof:

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN BIG SPRING LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Big Spring LLC, a

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN COLORADO BEND LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Colorado Bend
LLC, a Delaware limited liability company (the “Company”), does hereby take the following
actions and adopt the following resolutions pursuant to its limited liability company agreement,
dated as of November 23, 2021, as amended and restated, and Section 18-302(d) of the Delaware
Limited Liability Company Act, as amended and restated, effective as of the date hereof:

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN CORPUS CHRISTI LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Corpus Christi
dated as of April 15, 2022, as amended and restated, and Section 18-302(d) of the Delaware

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN DEVELOPMENTS LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Developments

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN EQUIPMENT LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Equipment LLC, a
June 2, 2022, as amended and restated, and Section 18-302(d) of the Delaware Limited Liability
Company Act, as amended and restated, effective as of the date hereof:

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN KING MOUNTAIN LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN King Mountain

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
COMPUTE NORTH MEMBER LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of Compute North
Member LLC, a Delaware limited liability company (the “Company”), does hereby take the
following actions and adopt the following resolutions pursuant to its limited liability company
agreement, dated as of August 24, 2022, as amended and restated, and Section 18-302(d) of the
Delaware Limited Liability Company Act, as amended and restated, effective as of the date
hereof:

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN MINDEN LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Minden LLC, a

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN MINING LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Mining LLC, a
January 12, 2022, as amended and restated, and Section 18-302(d) of the Delaware Limited

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
COMPUTE NORTH NC08, LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of Compute North NC08,
dated as of July 15, 2021, as amended and restated, and Section 18-302(d) of the Delaware

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
COMPUTE NORTH NY09, LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of Compute North NY09,
dated as of July 30, 2021, as amended and restated, and Section 18-302(d) of the Delaware

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
CN PLEDGOR LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of CN Pledgor LLC, a
February 4, 2022, as amended and restated, and Section 18-302(d) of the Delaware Limited

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
COMPUTE NORTH SD LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of Compute North SD
actions and adopt the following resolutions pursuant to its amended and restated limited liability
company agreement, dated as of September 20, 2022, as amended and restated, and Section 18-
the date hereof:

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
COMPUTE NORTH TEXAS LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of Compute North Texas
actions and adopt the following resolutions pursuant to its amended and restated limited liability
company agreement, dated as of December 1, 2020, as amended and restated, and Section 18-
the date hereof:

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
COMPUTE NORTH TX06 LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of Compute North TX06
dated as of December 4, 2020, as amended and restated, and Section 18-302(d) of the Delaware

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:

OF
COMPUTE NORTH TX10, LLC
September 22, 2022
The undersigned, being the sole member (the “Sole Member”) of Compute North TX10,
dated as of October 22, 2021, as amended and restated, and Section 18-302(d) of the Delaware

First Day Declarant


First Day Relief.

2
further

3

further



4
5
COMPUTE NORTH LLC

member
By:
Name:
Title:
UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
COMPUTE NORTH HOLDINGS, INC., ) Case No. __-_____ (___)
)
Debtor. ) (Joint Administration Requested)
)
CORPORATE OWNERSHIP STATEMENT
Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure,
the following are corporations, other than a government unit, that directly or indirectly own 10%
or more of any class of the debtor’s equity interest:
Approximate Percentage of Shares

Shareholder
Held
Coeranbrooke, LLC 23.2795%
Perrill Technology LLC 24.3981%
Fill in this information to Identify the case:
Debtor Name: Compute North Holdings, Inc., et al.

Check if this is an
United States Bankruptcy Court for the: Southern District of Texas amended filing
Case Number (If known):
Official Form 204

Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30
Largest Unsecured Claims and Are Not Insiders 12/15
A consolidated list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims
which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not
include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the
holders of the 30 largest unsecured claims.
Name of creditor and complete mailing Name, telephone number, Nature of the claim Indicate if Amount of unsecured claim
address, including zip code and email address of (for example, trade claim is If the claim is fully unsecured, fill in only unsecured
creditor contact debts, bank loans, contingent, claim amount. If claim is partially secured, fill in total
professional unliquidated, claim amount and deduction for value of collateral or
services, and or disputed setoff to calculate unsecured claim.
government
contracts)
Total claim, if Deduction Unsecured claim
partially secured for value of
collateral or
setoff
1 BOOTSTRAP ENERGY LLC CONTACT: STEVE CONTRACT Contingent & Unliquidated

3838 OAK LAWN AVE, SUITE 100 QUISENBERRY COUNTERPARTY Unliquidated
DALLAS, TX 75219 INFO@BOOTSTRAP-
ENERGY.COM
2 US BITCOIN CORPORATION CONTACT: JOEL BLOCK LITIGATION Contingent, $3,750,000.00
1221 BRICKELL AVE STE 900 PHONE: 813-624-3074 Unliquidated
MIAMI, FL 33131 [email protected] & Disputed
3 MP2 ENERGY TEXAS LLC CONTACT: MARSHA PIERCE UTILITIES Disputed $2,096,171.93
D/B/A SHELL ENERGY SOLUTIONS TX PHONE: 877-238-5343
PO BOX 733560 MARSHA.PIERCE@SHELLENE
DALLAS, TX 75373-3560 RGY.COM
4 ATLAS CONSOLIDATED MINING AND CONTACT: MICHAEL GUO LITIGATION Contingent, $1,773,184.61
DEVELOPMENT CORPORATION MICHAEL.GUO@ATLASMINI Unliquidated
1705 GUADALUPE, SUITE 400 NG.COM & Disputed
AUSTIN, TX 78701
5 NBTC LIMITED CONTACT: LITIGATION Contingent, $1,383,024.00

ROOM 1502, 15/F, HARCOURT ANASTASIA/GEORGE Unliquidated
HOUSE PHONE: +86 1376 421 8363 & Disputed
NO. 39 GLOUCESTER ROAD [email protected]
WANCHAI M
HONG KONG
6 SUNBELT SOLOMON SERVICES, LLC CONTACT: BILL SPARKS JR. TRADE PAYABLE Unliquidated $837,705.52
1922 S. MLK JR. DRIVE PHONE: 330-727-3796 & Disputed
TEMPLE, TX 76504 BILL.SPARKS@SUNBELTSOLO
MON.COM
Official Form 204 Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims Page 1
Debtor: Compute North Holdings, Inc., et al. Case Number (if known):
government
contracts)
collateral or
setoff
7 ERNST & YOUNG LLP CONTACT: NYKEMA PROFESSIONAL $341,292.00

PNC BANK C/O ERNST & YOUNG US JACKSON SERVICES -
LLP PHONE: 404-541-8340 ACCOUNTING
3712 SOLUTIONS CENTER [email protected]
CHICAGO, IL 60677-3007
8 COMMONWEALTH ELECTRIC CONTACT: KELLI BIRKEL UTILITIES $188,160.97
COMPANY OF PHONE: 402-563-9334
THE MIDWEST KBIRKEL@COMMONWEALTH
472 26TH AVENUE ELECTRIC.COM
COLUMBUS, NE 68601
9 MVP LOGISTICS LLC CONTACT: RACHEL TRADE PAYABLE $121,051.54
10205 10TH AVE N SUITE A WILLIAMS
PLYMOUTH, MN 55441 PHONE: 763-390-5320
[email protected]
10 MERITUS RECRUITING GROUP LLC CONTACT: THOMAS TRADE PAYABLE $79,872.00
10319 LYNBROOK HOLLOW DR WILLIAMS
HOUSTON, TX 77042 PHONE: 713-304-1883
TWILLIAMS@MERITUSRECR
UITING.COM
11 AXLE LOGISTICS CONTACT: BEN SHUSTER TRADE PAYABLE $75,230.00
835 N CENTRAL STREET PHONE: 888-440-1888
KNOXVILLE, TN 37917 BEN.SHUSTER@AXLELOGISTI
CS.COM
12 URBAN SOLUTION GROUP CONTACT: CHIEF FINANCIAL TRADE PAYABLE $71,637.50
4230 ELATI ST OFFICER
DENVER, CO 80216 PHONE: 720-749-2916
ACCOUNTING@URBANSOLU
TIONGROUP.COM
13 GARTNER, INC. CONTACT: SPENCER TRADE PAYABLE $62,125.25
13200 PAUL J DOHERTY PARKWAY HOCKERT
FT MYERS, FL 33913 PHONE: 239-561-4000
SPENCER.HOCKERT@GARTN
ER.COM
14 WESTWOOD PROFESSIONAL CONTACT: DAVID WIRT TRADE PAYABLE $59,866.25
SERVICES PHONE: 888-937-5150
PO BOX 856650 DAVID.WIRT@WESTWOODP
MINNEAPOLIS, MN 55485 S.COM
15 ECHO SEARCH GROUP CONTACT: AMIT BHATIA TRADE PAYABLE $47,400.00
1660 HIGHWAY 100 SOUTH, SUITE PHONE: 612-452-6000
318 ABHATIA@ECHOSEARCHGR
ST LOUIS PARK, MN 55416 OUP.COM
16 KOCH FILTER CORPORATION CONTACT: GILBERT TRADE PAYABLE $46,740.11
8401 AIR COMMERCE DR FREDERICK
LOUISVILLE, KY 40119 PHONE: 888-684-8288
GILBERT.FREDERICK.NEWBER
[email protected]
17 MADEL PA CONTACT: AMITYBEINER LAW FIRMS, $46,358.09
800 HENNEPIN AVENUE PHONE: 612-605-0630 ACCOUNTANTS,
MINNEAPOLIS, MN 55403 [email protected] OTHER
PROFESSIONALS
18 SPECTRUM SEARCH PARTNERS, LLC CONTACT: TOM TRADE PAYABLE $45,000.00
4643 SOUTH ULSTER SUITE 1420 SHAHNAZARIAN
DENVER, CO 80237 PHONE: 303-534-8105
TOM@SPECTRUMSEARCHPA
RTNERS.COM
Debtor: Compute North Holdings, Inc., et al. Case Number (if known):
government
contracts)
collateral or
setoff
19 CORTALENT, LLC CONTACT: ALISON PYE TRADE PAYABLE $40,000.00

7801 EAST BUSH LAKE ROAD SUITE PHONE: 612-599-5933
100 [email protected]
MINNEAPOLIS, MN 55439
20 FREUDENBERG FILTRATION CONTACT: COLETT GAGNON TRADE PAYABLE $39,934.08
TECHNOLOGIES L.P. PHONE: 270-887-6359
2975 PEMBROKE ROAD COLETT.GAGNON@FREUDEN
HOPKINSVILLE, KY 42240 BERG-FILTER.COM
21 RAND WORLDWIDE INC. CONTACT: AUSTIN TRADE PAYABLE $30,275.00

11201 DOLFIELD BOULEVARD SUITE SOBOLEWSKI
112 PHONE: 800-356-9050
OWINGS MILLS, MD 21117 [email protected]
22 RECRUITERS OF MINNESOTA CONTACT: KELLY HOGAN TRADE PAYABLE $30,000.00

6110 BLUE CIRCLE DR, SUITE 280 PHONE: 952-767-0089
MINNETONKA, MN 55343 [email protected]
OM
23 HUBSPOT, INC. CONTACT: CHIEF FINANCIAL TRADE PAYABLE $29,184.66
25 FIRST STREET OFFICER
CAMBRIDGE, MA 02141 PHONE: 888-482-7768
FAX: 617-812-5820
[email protected]
24 DELL TECHNOLOGIES, INC CONTACT: RICHARD TRADE PAYABLE $27,407.63
ONE DELL WAY ROTHBERG
ROUND ROCK, TX 78682 PHONE: 512-513-9022
FAX: 512-283-2836
RICHARD_ROTHBERG@DELL.
COM
25 GROWTH OPERATORS, LLC CONTACT: STEPHANIE WELLS TRADE PAYABLE $26,529.42
800 LASALLE AVE PHONE: 952-400-1440
MINNEAPOLIS, MN 55402 STEPHANIE.WELLS@GROWT
HOPERATORS.COM
26 CIRCUIT BREAKER GUYS LLC CONTACT: STEVE WEIDNER TRADE PAYABLE $25,904.99
4740 E 2ND ST UNIT C21 PHONE: 855-875-5050
BENECIA, CA 94510 [email protected]
27 CITY OF BIG SPRING, TX CONTACT: ARICKA GROVE UTILITIES $24,463.87
310 NOLAN STREET PHONE: 432-264-2346
BIG SPRING, TX 79720 [email protected]
M
28 KOHO CONSULTING CONTACT: MARC DOUCETTE TRADE PAYABLE $22,000.00
6030 PRINTERY STREET SUITE 103 PHONE: 813-390-1309
TAMPA, FL 33616 MARC@KOHOCONSULTING.
COM
29 FLEXENTIAL CORP. CONTACT: MARK LEYDA TRADE PAYABLE $20,790.00

PO BOX 732368 PHONE: 888-552-3539
DALLAX, TX 75373-2368 [email protected]
OM
30 PROSEK LLC CONTACT: THOMAS TRADE PAYABLE $20,737.50
105 MADISON AVE FLOOR 7 PETRULLO
NEW YORK, NY 10016 PHONE: 646-818-9208
[email protected]
Fill in this information to identify the case and this filing:
Debtor Name: Compute North Holdings, Inc.
United States Bankruptcy Court for the: Southern District of Texas

(State)
Case number (If known):
Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors
12/15
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must
sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that
is not included in the document, and any amendments of those documents. This form must state the individual’s
position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money
or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to
20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
Declaration and signature
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent
of the partnership; or another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the
information is true and correct:
☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)

☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
☐ Schedule H: Codebtors (Official Form 206H)
☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
☐ Amended Schedule
☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not
Insiders (Official Form 204)
☒ Other documents that require a declaration Corporate Ownership Statement and Authorizing
Resolutions
I declare under penalty of perjury that the foregoing is true and correct.
Executed on
09 / 22 / 2022  /s/ Harold Coulby
MM/ DD/YYYY Signature of individual signing on behalf of debtor
Harold Coulby
Printed name
Authorized Signatory
Position or relationship to debtor
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors

Voluntary Petition For Non-Individuals Filing For Bankruptcy

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Case 22-90273 Document 1 Filed in TXSB on 09/22/22 Page 1 of 128

Fill in this information to identify the case:

United States Bankruptcy Court for the:

Official Form 201

1. Debtor’s Name Compute North Holdings, Inc.

Include any assumed names,

3. Debtor’s federal Employer

Eden Prairie, Minnesota 55344

Location of principal assets, if different from

5. Debtor’s website (URL) https://www.computenorth.com/

☐ Partnership (excluding LLP)

☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

☐ Railroad (as defined in 11 U.S.C. § 101(44))

☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))

☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))

☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))

☒ None of the above

B. Check all that apply:

8. Under which chapter of the Check One:

☒ Chapter 11. Check all that apply:

10. Are any bankruptcy cases ☐ No

12. Does the debtor own or ☒ No

☐ It needs to be physically secured or protected from the weather.

City State Zip Code

Statistical and administrative information

13. Debtor's estimation of Check one:

14. Estimated number of ☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000

15. Estimated assets2 ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

16. Estimated liabilities3 ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

Request for Relief, Declaration, and Signatures

 /s/ Harold Coulby Harold Coulby

Title Authorized Signatory

18. Signature of attorney  /s/ James T. Grogan III Date 09 / 22 / 2022

James T. Grogan III

Fill in this information to identify the case:

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

Commencement of Chapter 11 Case

NOW, THEREFORE BE IT RESOLVED, that the Board has determined, after

First Day Declarant

NOW, THEREFORE, BE IT RESOLVED, that in light of the familiarity and

RESOLVED, that Mr. Coulby is hereby authorized and empowered, on behalf of

NOW, THEREFORE, BE IT RESOLVED, that each Authorized Person be,

Subsidiary Written Consents

WHEREAS, Compute North LLC, a Delaware limited liability company

NOW, THEREFORE, BE IT RESOLVED, that the Company, as the sole

RESOLVED, the Company and Compute North, as applicable, is authorized and

NOW, THEREFORE, BE IT RESOLVED, that in addition to the specific

RESOLVED, that the omission from these resolutions of any agreement,

RESOLVED, that the signatures of the Authorized Persons in any documents

RESOLVED, that each of the Authorized Persons of the Company be authorized

transaction, agreement, or certificate has been specifically authorized in advance by resolution of

[Signature on Following Page]

Name: Jose Lima

Name: Dave Perrill

Name: Eli Scher

Name: Scott Tillman

[Signature Page to Board Consent (Compute North Holdings)]

WRITTEN CONSENT OF THE SOLE MEMBER

Commencement of Chapter 11 Case

NOW, THEREFORE BE IT RESOLVED, that the Sole Member has

First Day Declarant

NOW, THEREFORE, BE IT RESOLVED, that in light of the familiarity and