Exhibit 10.1


 


 


RIOT
BLOCKCHAIN, INC.


EXECUTIVE
EMPLOYMENT AGREEMENT


This
Executive Employment Agreement (the “Agreement”) is made and entered into by and between Soo il Benjamin Yi (the “Employee”)
and Riot Blockchain, Inc., a Nevada corporation (the “Company”). The Employee and the Company shall sometimes be referred
to herein as the “Parties”, with each of the Employee and the Company a “Party” to this Agreement.


WHEREAS,
Employee currently serves as a Director of the Company;


 


WHEREAS,
the Company desires to employ Employee as the Company’s Executive Chairman (“Executive Chairman”), and Employee
desires to be employed by the Company in addition to Employee’s continued service as a Company Director; and


 


WHEREAS,
the Company and the Employee jointly desire to enter into this Agreement to reflect the terms and conditions of the Employee’s
employment with the Company.


NOW,
THEREFORE, in consideration of the mutual covenants, promises, and obligations contained herein, and for other good and valuable
consideration, the receipt and sufficiency of such consideration is hereby acknowledged, the Parties agree as follows:


		1.	Duties and Scope of Employment.



a.        
Effective Date. This Agreement and the Employee’s employment with the Company
shall be effective as of May 24, 2021 (the “Effective Date”).


b.      
Position; Job Duties. Employee accepts and shall serve full-time as the Company’s
Executive Chairman. In the Employee’s position as Executive Chairman, the Employee shall have such authority and perform such duties
and responsibilities as are assigned by the Company’s Board of Directors (the “Board”) and/or as are otherwise
normally associated with a Executive Chairman position including, those specifically outlined on Exhibit “A”. The Employee
will report to the Company’s Board, or such other person or persons as the Company’s Board designates.


c.        
Performance under this Agreement. During the Employment Term (as that term is defined
herein), the Employee shall perform and fulfill the Employee’s duties and responsibilities under this Agreement to the best of
the Employee’s abilities and in a trustworthy, professional, competent, and efficient manner. The Employee shall at all times comply
with and be subject to all applicable policies, procedures, codes of conduct, requirements, and organizational regulations established
by and/or amended by or on behalf of the Company from time to time. In Employee’s position
as Executive Chairman, Employee shall have the full powers, responsibilities, and authorities customary for the Executive Chairman
of corporations of the size, type, and nature of the Company, together with such other powers, authorities, and responsibilities as may
reasonably be assigned to Employee by the Company’s Board from time to time. Except as within the scope of Employee’s authority
as Executive Chairman, Employee shall have no authority to bind the Company by a promise or representation or to enter into any contract,
either written or oral, affecting the Company or any of its related entities. 






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d.       
Preparation, Ownership, and Storage of Data and Documents. Employee shall prepare,
in connection with services performed under this Agreement, all reports, documents and correspondence necessary and/or appropriate under
the circumstances, all of which shall belong to the Company. Employee shall store all reports, documents, correspondence, and data on
and in Company-designated storage and will not archive or otherwise retain any tangible or intangible copies, summaries, or descriptions
of said reports, documents, correspondence, or data or otherwise store any such materials outside of such Company-designated storage.


e.        
Fiduciary Duty; Conflict of Interests. Employee acknowledges and agrees that Employee
owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the best interests of the Company and to not engage
in any act which would directly or indirectly injure the Company’s business, interests, or reputation. In keeping with the Employee’s
fiduciary duties and obligations to the Company, Employee shall not become involved in a conflict of interest with the Company, or upon
discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible
conflict of interest without first obtaining written approval from the Board. Employee may, however, with prior written consent from
the Board (which consent shall not unreasonably be withheld), serve on one corporate board as a board member and serve on one civic or
non-profit board as a board member at any given time during Employee’s employment with the Company; provided, however, that the
Employee engages in such outside activities only during the Employee’s personal time.


2.       
Term of Employment.  The Employee’s employment under this Agreement shall continue until the third anniversary
of the Effective Date (the “Initial Term”) unless terminated earlier pursuant to Section 6 of this Agreement. On the
fifth anniversary of the Effective Date, and each annual anniversary thereafter (such date and each annual anniversary thereof a “Renewal
Date”), the Agreement shall be automatically extended for successive one year periods (each a “Renewed Term”)
unless (a) terminated earlier pursuant to Section 6 of this Agreement or (b) either Party delivers written notice to the other, consistent
with Section 1.j. of this Agreement, at least 180 days before the applicable Renewal Date of the Employee’s or the Company’s
intention not to renew this Agreement, in each case the Employee’s employment hereunder shall be terminated as of the end of the
expiring Initial Term or Renewed Term, as the case may be. The Company may, in its sole and absolute discretion, advance the date of
termination upon receipt of such written notice from the Employee. The period during which the Employee is employed by the Company under
this Agreement is hereinafter referred to as the “Employment Term”. 


3.        
Exclusive Employment; Place of Services. During Employee’s employment with the Company, Employee shall devote
all of Employee’s working time, attention, knowledge, and skill(s) to the performance and fulfillment of Employee’s duties,
responsibilities, and services for the Company, and Employee shall not at any time during the Employment Term engage in any other business,
employment, or consulting or contractor work, unless Employee has first obtained prior written consent from the Board. Employee shall
be available as reasonably required including by telecommuting (via video conferencing or other electronic means) during all reasonable
times during the Employment Term, and shall be available for reasonable business travel requirements
on a limited, and temporary basis, in performance of the Employee’s duties. Notwithstanding anything in this Agreement to
the contrary, Employee’s duties shall include travel relating to the Company’s business reasonably commensurate with Employee’s
position with the Company.


 



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4.           
Compensation and Benefits.


a.          
Base Salary. During the Employment Term, the Company shall pay Employee (i) an annualized
salary in the total gross amount of Two Hundred Forty Thousand U.S. Dollars and Zero Cents ($240,000.00) and (ii) 10 Bitcoin, all of
which shall be subject to all offsets, prorations, deductions, domestic and foreign tax withholdings, and claw-backs as set forth in
this Agreement. Employee’s annual salary and Bitcoin compensation, as in effect from time to time, are hereinafter collectively
referred to as “Base Salary”. Employee’s Base Salary shall take effect on the first regularly scheduled pay
period following the Effective Date of this Agreement. The Company’s Board, or the Board’s Compensation Committee (the “Compensation
Committee”), shall annually review and may, in its sole discretion, adjust Employee’s Base Salary. Effective as of the
date of any change to Employee’s Base Salary, the Base Salary as so changed shall be considered the new Base Salary for all purposes
of this Agreement.


b.         
Annual Incentive Bonus. Subject to the terms of this Agreement, for each fiscal year
during the Employment Term, the Board or the Compensation Committee may elect to establish an annual incentive bonus target for the Employee
based upon specific performance goals, criteria, or targets for such fiscal year (the “Incentive Bonus”). If the Board
or the Compensation Committee establishes an Incentive Bonus, its terms shall be communicated in writing to Employee, and the Board or
the Compensation Committee shall evaluate whether the performance goals, criteria, or targets with respect to the Incentive Bonus for
the applicable fiscal year have been met. Based on this evaluation, the Board or the Compensation Committee shall determine the final
amount of the Incentive Bonus, if any, to be awarded to Employee. Incentive Bonus awards may, in the discretion of the Board or the Compensation
Committee, be granted as an Equity Award according to Section 4.c.iii of this Agreement, or as a cash award. 


Nothing
in this Section 4.b above, nor anything in this Agreement, entitles or shall be interpreted to entitle Employee to any guaranteed minimum
Incentive Bonus at any time during the Employment Term and Employee’s receipt of an Incentive Bonus is expressly contingent upon
Employee being actively employed by the Company through the date that such Incentive Bonus is actually paid to Employee. All determinations
with respect to any Incentive Bonus shall be made by the Board or Compensation Committee, as applicable, in its sole and reasonable discretion,
and shall be final, conclusive, and binding on all Parties.


c.        
Equity Compensation. Subject to the terms of this Agreement, the Employee shall be
eligible to receive the following equity awards (each an “Equity Award”): 


i.       
Initial Equity Award. As of the Effective Date, the Board or the Compensation Committee shall grant to Employee an initial
Equity Award of 15,000 restricted stock units (“RSUs”), which, subject to Employee’s continued employment with
the Company, shall be eligible to vest in four (4) equal quarterly installments as follows: 3,750 RSUs vesting on July 1, 2021;
3,750 RSUs vesting on October 1, 2021; 3,750 RSUs vesting on January 1, 2022; and the remaining 3,750 RSUs vesting on April 1, 2022 (the
“Initial Equity Award”). 


ii.        
Additional Equity Awards. During the Employment Term, Employee may be eligible to receive additional grants of Equity Awards,
as determined by the Board or the Compensation Committee, in its sole and absolute discretion.






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iii.       
Terms and Conditions of Equity Compensation. Each Equity Award, including any Incentive Bonus under Section 4.b. above
awarded as an Equity Award, shall be granted under and subject to the terms of the Riot Blockchain, Inc. 2019 Equity Incentive Plan,
as amended (or any successor equity plan) (the “Equity Plan”), as well as the terms of an equity award agreement,
substantially in form attached as Exhibit “B” hereto, specifying, among other things, the number of RSUs (or other Company
Security) granted to Employee and the applicable vesting schedule (each, an “Equity Award Agreement”). The term Company
“Security” shall have the meaning ascribed to it under the Equity Plan. Notwithstanding the foregoing or anything to the
contrary in this Agreement, except as to the Initial Equity Award, Employee shall not be guaranteed any minimum Equity Award at any time
during the Employment Term.


d.
      Annual Insurance Allowance. Subject to the terms of
this Agreement, and to help defray the costs for health insurance for Employee and any covered dependent(s) of Employee, the Company
shall pay Employee an annualized allowance in the total gross amount of Eight Thousand Eight Hundred Fifty-Three U.S. Dollars and
Twenty-Four Cents ($8,853.24) (the “Insurance Allowance”). The Insurance Allowance shall be subject to all
offsets, prorations, deductions, foreign and domestic tax withholdings, and claw-backs as required by law and/or as set for in this
Agreement and shall be paid in periodic installments consistent with the Company’s customary payroll practices and applicable
laws. Employee’s Insurance Allowance shall take effect on the first regularly scheduled pay period following the Effective
Date of this Agreement and shall be prorated for the remainder of the calendar year in which Employee is hired. The Company’s
Board or the Compensation Committee shall annually review and may, in its sole discretion, adjust Employee’s Insurance
Allowance. Effective as of the date of any change to Employee’s Insurance Allowance, the Insurance Allowance as so changed
shall be considered the new Insurance Allowance for all purposes of this Agreement.


e.       Paid Time Off. During the Employment Term, Employee shall be eligible to receive paid
time off (“PTO”) up to a maximum amount of 25 days per fiscal year to be accrued, carried over, and used subject to
and in accordance with the terms of the Company’s paid-time-off policy in effect from time to time. During the Employment Term,
accrued but unused PTO will carry over from one fiscal year to the next; however, once Employee has reached Employee’s maximum
PTO accrual for that fiscal year, Employee will not be eligible to accrue any additional PTO until Employee’s PTO balance falls
below the maximum accrual amount of 30 days per fiscal year. 


f.        Expense Reimbursement. During the Employment Term, and subject to Section 7.1.p. of
this Agreement, the Company will reimburse Employee for reasonable, necessary, and documented out-of-pocket expenses incurred by Employee
on behalf of the Company in connection with the performance of Employee’s duties as Executive Chairman. All expenses shall be in
accordance with the Company’s expense reimbursement policies and procedures in effect from time to time, subject to Employee submitting
to the Company a written reimbursement request and proof of such expense(s).


g.     
Company Compensation Practices and Regulatory Compliance. Any payment or benefit conferred
under this Section 4 shall, subject to all applicable regulatory, tax, and legal requirements described under Section 1.p. of this Agreement,
be paid in accordance with the Company’s customary compensation practices and, as applicable, prorated for the actual number of
days Employee was actively employed with the Company during the applicable fiscal year.


 






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5.          
Restrictive Covenants. Employee has read and shall sign the Company’s Confidentiality and Non-Competition Agreement
(the “CNCA”), which is attached hereto as Exhibit “C” and incorporated herein by this reference. Employee
further understands and agrees that the Company may, in its sole discretion, update and amend Employee’s CNCA from time to time,
and Employee will be required to sign any such amended agreement as a material term of this Agreement and a condition of continued employment.
Notwithstanding anything contained in this Agreement to the contrary, and for the avoidance of any doubt, nothing herein shall modify
or limit the applicability of the confidentiality and/or restrictive covenants contained in the CNCA and/or any other agreement between
the Parties, which shall be enforced according to their terms and read together to provide the greatest level of protection(s) to the
Company and its confidential information (as that term is defined in the CNCA).


6.          
Termination of Employment.


a.         
By the Company for Cause. Employee’s employment under this Agreement may be
terminated by the Company at any time upon the occurrence of one or more of the following events (each of which shall be a termination
event for “Cause”):


i.       
Employee willfully, recklessly, or with gross negligence fails to comply with any material term or aspect of the policies, standards,
and regulations that the Company, in its sole discretion, establishes and/or implements in writing before and during the Employment Term;


ii.      
Employee commits any act of gross negligence, illegal conduct, embezzlement, theft, misappropriation, fraud, dishonesty, or other
acts of misfeasance, malfeasance, and/or misconduct in the rendering of services to or on behalf of the Company;


iii.      Employee willfully, recklessly, or with gross negligence fails to comply with any reasonable
request of the person(s) to whom Employee reports;


iv.    
Employee fails to adequately, substantially, and/or continually perform to Company’s reasonable satisfaction the usual and
customary duties of Employee’s employment, those duties reasonably requested of Employee and typically associated with Employee’s
position, and/or those duties or expectations assigned by Company;


v.   
   Employee breaches any material term or provision of this Agreement or any material term or provision
of any other agreement between the Parties; and/or


vi.    
Employee is convicted of, or pleads guilty or nolo contendere to, a crime constituting, a felony or a misdemeanor involving
deceit, dishonesty, or moral turpitude, or otherwise commits any act which impairs Employee’s fitness to perform the Employee’s
duties under this Agreement and/or damages the reputation of the Company, as determined in the sole and reasonable discretion of the
Board.


Notwithstanding
the foregoing, the Company may not terminate Employee’s employment under this Agreement for Cause under Sections 6.a.i.-vi. above
without first providing Employee written notice of the event or condition(s) constituting Cause, which notice must be given no later
than 30 days after the date on which the event or condition(s) constituting Cause is first reasonably discovered by the Board. Upon the
giving of such notice, and only if the event or condition is reasonably capable of being remedied by Employee, Employee shall have a
period of 30 days during which Employee may try to remedy the event or condition(s) and, if so remedied, the Company may not terminate
Employee’s employment under this Agreement for Cause for the event or condition that was remedied.









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b.            
By the Company without Cause. The Company may terminate Employee’s employment
under this Agreement without Cause upon providing written notice of termination to Employee 30 days in advance. For purposes of this
Agreement “without Cause” shall mean any termination by the Company that is not (i) a termination for Cause as described
and in accordance with Section 6.a. above, or (ii) a termination because of death or Disability as described Section 6.e. below. Notwithstanding
anything in this Agreement to the contrary, the Company may, in its sole and absolute discretion, advance the Employee’s termination
date to an alternate termination date of the Company’s own choosing provided, however, that Employee shall be paid Employee’s
Base Salary from the date that the Company provides written notice of termination through the end of the 30-day notice period provided
for in this Section 6.b.


c.             
By Employee for Good Reason. Employee may terminate his employment under this Agreement
following written notice to the Company upon the occurrence of any of the following events or conditions (each of which shall be a termination
event for “Good Reason”):


i.         
A material diminution in Employee’s Base Salary or employment benefits other than a general reduction in Base Salary and/or
benefits that affects all similarly situated employees;


ii.         
A material breach of this Agreement by the Company;


iii.       
A material diminution in Employee’s title, authorities, responsibilities, or duties without Employee’s consent (other
than a temporary change while Employee is physically or mentally in capacitated or as required by applicable law;


iv.     
   A relocation of Employee’s primary work location that would require the reasonable person to move
Employee’s residence from its then current location if Employee does not consent to such relocation;


v.         
The Company permanently ceases its business operations; and/or


vi.       
A Change in Control (as defined in Section 7.2 of the Equity Plan) of the Company and the Employee experiences any of the events
set forth in the foregoing Sections 6.c.i.-v. within either (A) the first 6 months following such Change in Control or (B) the Initial
Term or any then-effective Renewed Term of this Agreement, whichever is later.


Notwithstanding
the foregoing, Employee may not terminate Employee’s employment under this Agreement for Good Reason without first providing the
Company advanced written notice of the event(s) and/or condition(s) constituting Good Reason, which notice must be given no later than
30 days after the date on which the event(s) and/or condition(s) constituting Good Reason first occurs. Upon the Company’s receipt
of such notice, the Company shall then have 30 days during which it may remedy the event(s) and/or condition(s) (the “Company
Notice Period”) and, if so remedied, Employee may not terminate his employment under this Agreement for Good Reason. If Employee
fails to comply with the immediately preceding two sentences of this Section 6.c., such termination shall not be considered a termination
for Good Reason. If the Company fails to cure the event(s) and/or conditions during the Company Notice Period, then the termination shall
occur 30 days after the expiration of the Company Notice Period unless the Company, in its sole discretion, chooses to advance Employee’s
termination date to an alternate termination date of the Company’s own choosing.









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d.                 
By Employee without Good Reason. Employee may terminate Employee’s employment
under this Agreement without Good Reason by providing written notice of termination to the Company no less than 180 days before the termination
date. For purposes of this Agreement “without Good Reason” shall mean any termination by Employee that is not a termination
due to death or Disability under Section 6.e. below or for Good Reason as set forth and in accordance with Section 6.c. above. Notwithstanding
anything in this Agreement to the contrary, the Company may, in its sole and absolute discretion, waive all or any part of the 180-day
notice period for no consideration and advance the Employee’s termination date to an alternate termination date of the Company’s
own choosing.


e.                  
Termination due to Death or Disability. Employee’s employment with the Company
shall terminate immediately in the event of death or Disability of Employee. The term “Disability” means Employee’s
inability to substantially perform his duties as Executive Chairman by reason of any medically determinable physical or mental impairment
that, as determined by a physician chosen by the Company and reasonably acceptable to Employee, can be expected to: (i) result in death;
(ii) last for a continuous period of at least 30 days; or (iii) endanger the Employee and/or others if Employee were to continue to perform
Employee’s duties with the Company.


f.                   
Payments Upon Separation. Notwithstanding anything to the contrary in this Agreement,
upon termination of Employee’s employment with the Company, Employee shall be entitled to receive from the Company only the compensation
and benefits set forth in this Section 6.e, and Employee shall not be entitled to any further compensation or benefits from the Company
(including its subsidiaries and affiliates). For the avoidance of any doubt, the payments identified in Sections 6.f.ii.-v. below (the
“Severance Payments”) shall not become due and payable unless and until a severance agreement between the Company
and Employee (or Employee’s estate or beneficiaries, as the case may be) containing a broad waiver and release favoring the Company
(a “Severance Agreement”) has become effective, binding, and irrevocable on the parties thereto. Except with respect
to Severance Payments, which shall be paid to Employee (or Employee’s estate or beneficiaries, as the case may be) pursuant to
the applicable Severance Agreement, all amounts due under the following Section 6.f.i.-v. upon termination of Employee’s employment
with the Company shall be paid to Employee (or Employee’s estate or beneficiaries, as the case may be) on the first regular payday
following the Employee’s termination (or sooner if required by law). All amounts which may become payable to Employee under this
Section 6.f., including any Severance Payments, shall be subject to all applicable regulatory, tax, and legal requirements described
under Section 1.p. of this Agreement. 


i.         
Termination by Company for Cause; Termination by Employee without Good Reason (without Notice). If the Company terminates
Employee’s employment for Cause, or if Employee terminates Employee’s employment hereunder without Good Reason and
Employee fails to provide advance notice required by Section 6.d. of this Agreement, then the Employee shall be entitled to receive
only the following cash compensation: (A) Base Salary through the date of termination; and (B) any outstanding expense reimbursement
payments then due to Employee as of the date of termination.


 






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ii.       
Termination by Employee without Good Reason (with Notice); Nonrenewal of Employment Term. If Employee terminates Employee’s
employment hereunder without Good Reason and provides the Company with advance written notice required by Section 6.d.
of this Agreement, or if Employee’s employment terminated by expiration because the Employment Term is not renewed (by either Party)
consistent with the terms of this Agreement, then Employee shall be entitled to receive only the following cash compensation: (A) Base
Salary through the date of termination; (B) payment of Employee’s accrued but unused PTO as of the date of termination; (C) any
outstanding expense reimbursement payments then due to Employee as of the date of termination or expiration; and, (D) in exchange for
Employee executing (and, if applicable, not revoking) a Severance Agreement, the following Severance Payments: (1) the pro-rata portion
of any Incentive Bonus to which Employee would have been entitled under Section 4.bc. of this Agreement, if any, had Employee remained
employed with the Company through December 31 of the fiscal year in which the termination occurred; and (2) one month of Base Salary.


iii.       
Termination by Company without Cause; Termination by Employee for Good Reason. If the Company terminates Employee’s
employment hereunder without Cause, or if Employee terminates Employee’s employment hereunder for Good Reason (except for a Change
in Control), then Employee shall be entitled to receive only the following compensation: (A) Base Salary through the date of termination
or expiration; (B) payment of Employee’s accrued but unused PTO as of the date of termination; (C) any outstanding expense reimbursement
payments then due to Employee as of the date of termination or expiration; and, (D) in exchange for Employee executing (and, if applicable,
not revoking) a Severance Agreement, the following Severance Payments: (1) the pro-rata portion of any Incentive Bonus to which Employee
would have been entitled under Section 4.b. of this Agreement, if any, had Employee remained employed with the Company through December
31 of the fiscal year in which the termination occurred; (2) 12 months of Base Salary; and (3) the equity compensation to which Employee
would have been entitled under Section 4.c. had he remained employed with the Company through the end of the Term, with the vesting period
for such equity compensation automatically accelerated so that all such equity compensation shall be vested as of the date of termination.


iv.      
Termination because of Change in Control. If Employee’s employment is terminated in connection with a Change in Control
within 6 months of a Change in Control (as defined in Section 7.2 of the Equity Plan), or if Employee terminates Employee’s employment
under this Agreement for a Change in Control consistent with Section 6.a.vi. of this Agreement, then Employee shall be entitled to only
the following cash compensation: (A) Base Salary through the date of termination; (B) payment of Employee’s accrued but unused
PTO as of the date of termination; (C) any outstanding expense reimbursement payments then due to Employee as of the date of termination;
and, (D) in exchange for the Employee first executing (and, if applicable, not revoking) a Severance Agreement, the following Severance
Payments: (1) Base Salary through the end of the Term; (2) the Incentive Bonus to which Employee would have been entitled under Section
4.b. of this Agreement, if any, had Employee remained employed with the Company through December 31 of the fiscal year in which the termination
occurred; and (3) 12 months of Base Salary.









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v.      
Termination because of Death; Termination because of Disability. If Employee’s employment hereunder is terminated
because of Employee’s death, or if Employee’s employment hereunder is terminated because of Employee’s Disability,
then Employee (or Employee’s estate or beneficiaries, as the case may be) shall receive only the following cash compensation: (A)
Base Salary through the date of termination; (B) payment of Employee’s accrued but unused PTO as of the date of termination; (C)
any outstanding expense reimbursement payments then due to Employee as of the date of termination; and, (D) in exchange for Employee
(or employee’s estate or beneficiaries, as the case may be, executing (and, if applicable, not revoking) a Severance Agreement,
the following Severance Payments: (1) the pro-rata portion of any Incentive bonus to which Employee would have been entitled under Section
4.b. of this Agreement, if any, had Employee remained employed with the Company through December 31 of the fiscal year in which the termination
occurred; and (2) three months of Base Salary.


vi.      
Treatment of Equity. Except with respect to applicable regulatory, tax, and legal requirements described under Section
1.p. of this Agreement, regardless of the reason for separation, any Equity Awards granted to Employee shall remain governed by the Equity
Plan and any applicable Equity Award Agreement governing such Equity Awards, including with respect to the treatment of any Change in
Control under Section 7.3 of the Equity Plan, and nothing in the foregoing Sections 6.f.i. through 6.f.v. entitles or purports to entitle
Employee to any additional rights with respect to any such Equity Awards beyond the specific provisions of the Equity Plan or applicable
Equity Award Agreement.


g.          
Effect of Termination. Notwithstanding anything in this Agreement to the contrary,
upon termination of Employee’s employment hereunder for any reason, Employee agrees: (i) to immediately deliver to the Company
all Property (as that term is defined in the CNCA) and records (including all copies thereof) of the Company; (ii) that the Company shall
have the right, without limitation, to withhold and retain any amounts that might otherwise be owed to the Employee to offset any amounts
or debts owed by Employee to the Company; and (iii) that the Company shall, subject to applicable laws, further have the right to withhold
the payment of any amounts that might otherwise be owed to Employee until such time as the Company determines, to its reasonable satisfaction,
that any and all proprietary and confidential information, regardless of the medium on which it is embodied (e.g., laptop computer),
has been returned to the Company and that Employee has not retained copies thereof.


7.          
Resignation/Removal from All Other Positions. Upon termination of Employee’s employment with the Company for
any reason, Employee shall be deemed to have resigned and/or been removed, effective as of the date of such termination, from all positions
that the Executive holds (or previously held) with the Company or any of the Company’s affiliated and/or related entities except
as to Employee’s role as Director and member of the Company’s Board, which positions shall not be affected by Employee’s
Separation from the Company.


8.          
Miscellaneous.


a.           
Section Headers; Gender and Number. The section headings in this Agreement are for
the Parties’ convenience only and are not intended to govern, limit, or affect the meanings of the sections. Singular and plural
nouns and pronouns shall mean the singular or plural and the masculine, feminine, or neuter genders as permitted by the context in which
the words are used.









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b.          
Representations by Employee. The Employee represents and warrants to the Company that:


i. 
      The Employee’s acceptance of employment under this Agreement with the Company and the
performance of the Employee’s duties hereunder will not conflict with or result in a violation of, a breach of, or a default
under any contract, agreement, or understanding to which the Employee is a party or is otherwise bound;


ii.      
The Employee’s acceptance of employment under this Agreement with the Company and the performance of the Employee’s
duties hereunder will not violate any non-solicitation, non-competition, non-disclosure, or other similar covenant or agreement between
the Employee and a prior employer of the Employee;


iii.      The
Employee’s representations to the Company regarding the Employee’s prior employment have been truthful and accurate;
and


iv.  
   Employee shall immediately notify the Company of any issues that arise that could conflict with the
representations, warranties, and obligations set forth herein, including without limitation, any demands, claims, notices, or
requests made by third parties that could adversely impact Employee’s ability to perform services as Executive Chairman of the
Company.


c.          
Cooperation.The Parties agree that certain matters in which Employee will be involved
during the Employment Term may necessitate Employee’s cooperation in the future. Accordingly, following the termination of Employee’s
employment for any reason, to the extent requested by the Company, Employee shall provide to the Company reasonable levels of assistance
in answering questions about the Company’s business, transition of responsibility, legal matters, and/or litigation. The Company
shall make reasonable efforts to minimize the disruption of Employee’s other activities.


d.          
Entire Agreement; Modification. Unless specifically provided herein, this Agreement,
along with all exhibits and/or attachments hereto (including without limitation the sample Equity Award Agreement attached hereto as
Exhibit “B” and the CNCA attached hereto as Exhibit “C”) constitutes the entire understanding between Employee
and the Company with respect to the subject matter hereof and supersedes all prior understandings, agreements, representations, and warranties,
both written and oral, with respect to the subject matter hereof. The Parties are not relying upon any representations or promises not
set forth in this Agreement. Except as provided here, this Agreement (including the CNCA) may not be amended or modified except in a
writing signed by both Parties.


e.          
Waiver. Failure to insist upon strict compliance with any of the terms, covenants,
or conditions set forth in this Agreement (including the CNCA) shall not be deemed a waiver of such term, covenant, or condition, nor
shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such
right or power at any other times. No waiver by the Company of a breach by Employee of any provision of this Agreement (including the
CNCA) shall be binding upon the Company unless the same is in writing, signed by a duly authorized representative of the Company, and
any such waiver shall not operate or be construed as a waiver of any subsequent breach.


 



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f.          
Severability. If it is determined by a court of competent jurisdiction that any of
the provisions of this Agreement is invalid or unenforceable, such determination shall not affect the validity of the remaining provisions
in this Agreement, each of which shall survive and be given full force and effect. A court of competent jurisdiction may modify and bring
about a modification of any invalid or unenforceable provision to make it enforceable under applicable law.


g.         
Assignment. The Company may assign this Agreement (including the CNCA) and, if assigned,
the assignee has the right to seek enforcement of the Agreement (including the CNCA). Since this Agreement and the Employee’s rights
and obligations hereunder are personal to Employee, Employee cannot assign this Agreement (including the CNCA) to any other person or
entity.


h.         
Indemnification of Company. Employee agrees to indemnify, defend, and hold the Company,
its Affiliates, and their officers, directors and employees harmless from and against any claims (including without limitation losses,
damages, attorneys’ fees and costs) by third parties alleging that Employee’s employment with the Company hereunder constitutes
unlawful activity, breaches an obligation of Employee, or otherwise subjects the Company and its Affiliates to potential liability as
a result of Employee’s employment with the Company.


i.          
Indemnification of Employee. The Company agrees to indemnify,
defend, and hold the Employee harmless from and against claims as provided for under the Company’s Articles of Incorporation and
the Company’s Bylaws in effect from time to time.


j.          
Notices. All notices and other communications required to be given under this Agreement
(including the CNCA) shall be in writing and shall be delivered to the Party in person, via e-mail or as an attachment to an e-mail transmission
to the Party’s e-mail address, or by overnight carrier service by a recognized business courier (such as FedEx or UPS). A notice
and/or other communication to be given hereunder shall be considered effective: (a) on the date of delivery if personally delivered against
a written receipt; (b) on the date of delivery if sent by e-mail transmission or as an attachment to an e-mail transmission, with a delivery
receipt; or (c) on the first business day following the date of dispatch if delivered to a recognized business courier service (such
as DHL Courier, FedEx, or UPS) for overnight delivery.


k.         
Survival. Notwithstanding anything in this Agreement to the contrary, and for the
avoidance of any doubt, the termination of Employee’s employment under this Agreement for any reason shall not affect the CNCA
or any of the covenants, warranties, and agreements in Sections 4.g., 5, 6.f.vi., 6.g., 7 and 8 (including all applicable subparts) of
this Agreement, each of which shall survive such termination of the Employment Term, the Parties’ employment relationship, and
this Agreement.


l.           
Governing Law; Jurisdiction and Venue; Attorney’s Fees and Costs. The validity,
construction, and performance of this Agreement (including the CNCA) shall be governed by the laws of the State of Colorado without giving
effect to conflict of law principles. Except as otherwise may be required by the Company to obtain equitable injunctive relief under
this Agreement, the CNCA, and/or any other agreement between the Parties, jurisdiction for all actions or proceedings arising under this
Agreement (including the CNCA) shall be exclusive to a state or federal court of competent jurisdiction located in or with jurisdiction
for Castle Rock, Douglas County, Colorado. The Parties hereby irrevocably subject and consent to the jurisdiction of such courts and
waive the defense of inconvenient forum related to any action or proceeding in such venue. Should an action be commenced for a breach
of and/or to enforce the terms of this Agreement (including the CNCA), the prevailing party in such an action shall be entitled to recover
from the non-prevailing party, in addition to all other legal and/or equitable remedies, all costs of litigation, including reasonable
attorneys’ fees.


 






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m.         
Pre-Suit Mediation. Except with respect to any injunctive relief sought by the Company
under this Agreement, the CNCA, and/or any other agreement between the Parties, each of the Parties knowingly, voluntarily, and intentionally
agrees to and shall participate in a mediation conference before filing any complaint, charge, or accusatory pleading or document, or
otherwise commencing any legal or administrative action or proceeding against the other Party with a federal, state, or local agency
and/or in a court of competent jurisdiction. The Parties agree that the mediation conference shall be convened in Castle Rock, Douglas
County, Colorado, and to cooperate in the selection of a mutually agreeable mediator. The Parties shall split equally the cost of the
mediator. The Parties also agree to bear their own respective attorney’s fees and costs for mediation under this Section 81.m.
For the avoidance of any doubt, except as provided herein, the mediation requirement of this Section 81.m. is a condition precedent to
any action, proceeding, and/or litigation between the Parties.


n.        
WAIVER OF JURY TRIAL. To the extent permitted
by law, the parties KNOwingly, voluntarily, and intentionally agree to, and do hereby, waive the right to trial by jury in any litigation,
cause of action, claim, proceeding, or counterclaim brought by either of the parties against the other: [I] based on any matter whatsoever
arising out of or in any way connected with Employee’s employment with the Company; [II] Based on this Agreement (INCLUDING THE
CNCA) or arising out of, under, or relating to this agreement (INCULDING THE CNCA); and/or [III] based on any alleged action, inaction,
or omission of either party to this Agreement.


o.          
Construction. The essential terms and conditions contained in this Agreement have
been mutually negotiated between the Parties. The Parties agree that the language of all parts of this Agreement shall in all cases be
construed as a whole, according to its fair meaning, and not strictly for or against any of the Parties. No ambiguity or uncertainty
in this Agreement shall be construed or interpreted in favor of or against any Party.


p.          
Compliance with Applicable Regulatory, Tax, and Legal Requirements. Any payments or
benefits which may be conferred under this Agreement shall be subject to and administered in compliance with all regulatory, tax, and
legal requirements applicable to Employee or the Company, including, without limitation, the following:


i.         
Tax Withholding. The Company may withhold from any compensation or benefits payable to Employee all applicable federal,
state, local, foreign or other taxes and make any other deductions and withholdings as the Company, in its sole and absolute discretion,
determines are required or permitted by law.






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ii.       
Code Section 409A. This Agreement and all payments, distributions or other benefits hereunder shall comply and be administered
in accordance with the requirements of, or an exemption or exclusion to, Section 409A of Internal Revenue Code of 1986, as amended (the
“Code”), and the Treasury Regulations promulgated thereunder (“Section 409A”), as well as any applicable
equivalent State law. To the extent any provision or term of this Agreement is ambiguous as to its compliance in this respect, such provision
or term and all payments hereunder shall be interpreted to comply with the requirements of, or an exemption or exclusion to, Section
409A, as well as any applicable equivalent State law. Any provision that would cause this Agreement or a payment, distribution, or other
benefit hereunder to fail to comply with the requirements of, or an exemption or exclusion to, Section 409A, as well as any applicable
equivalent State law, shall have no force or effect and the Parties agree that, to the extent an amendment would be effective, this Agreement
shall be amended to comply with the requirements of, or an exemption or exclusion to, Section 409A, as well as any applicable equivalent
State law. Such amendment shall be retroactive to the extent permitted by law. For purposes of this Agreement, Employee shall not be
deemed to have terminated employment unless and until a “Separation from Service” within the meaning of Treasury Regulations
Section 1.409A-1(h) has occurred. Each payment under Section 6.e. of this Agreement shall be treated as a separate payment for purposes
of Section 409A.


iii.       
Code Section 280G. If any of the payments or benefits received or to be received by the Employee constitute “Parachute
Payments” within the meaning of Code Section 280G (each, a “Section 280G Payment”) and would, but for this Section
8.p.iii., be subject to the excise tax imposed under Code Section 4999 (the “Golden Parachute Tax”), then, prior to
making such Section 280G Payment, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Employee of the
Section 280G Payment to (ii) the Net Benefit to the Employee if the Section 280G Payment is limited to the extent necessary to avoid
being subject to the Golden Parachute Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will
the Section 280G Payment be reduced, and then, only to the minimum extent necessary to ensure that no portion of the Section 280G Payment
is subject to the Golden Parachute Tax. For purposes of this Section 8.p.iii. only, “Net Benefit” shall mean the present
value of the payment, net of all federal, state, local, foreign income, employment, and excise taxes, including the Golden Parachute
Tax. Any reduction made pursuant to this Section 8.p.iii. shall be made in a manner consistent with the requirements of Code Section
409A. All calculations and determinations under this Section 8.p.iii. shall be made by an independent accounting firm or independent
tax counsel appointed by the Company (the “Tax Counsel”), whose determinations shall be conclusive and binding on
the Company and the Employee for all purposes. The Company and the Employee shall furnish the Tax Counsel with such information and documents
as requested by the Tax Counsel to make its determinations under this Section 8.p.iii., and the Company shall bear all costs incurred
by the Tax Counsel under this Section 8.p.iii.


iv.       
Regulatory Claw-back. Notwithstanding any other provisions in this Agreement to the contrary, any compensation (whether
cash-, equity-, or incentive-based, or otherwise) paid to the Employee under this Agreement or any other agreement or arrangement between
the Company and the Employee which is subject to recovery under any law, government regulation, or stock exchange listing requirement
shall be subject to such deductions and claw-back as may be required to be made pursuant to such law, government regulation, or stock
exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange
listing requirement), without regard for any termination, severance, or other agreement with respect to the Employee’s separation
from service with the Company.






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q.           
Full Understanding; Acknowledgment. Employee acknowledges and agrees that Employee
has thoroughly read the terms of this Agreement before signing. Employee further acknowledges and agrees that, by signing this Agreement,
Employee knowingly and voluntarily consents to the terms contained herein.


r.            
Counterparts. This Agreement (including the CNCA) may be executed in one or more counterparts,
each of which when executed shall be deemed to be an original, and such counterparts together shall constitute one and the same Agreement.
Signing of this Agreement (including the CNCA) and transmission of the signed Agreement (including the CNCA) by electronic document transfer
will be acceptable and binding upon the parties as of the Effective Date.


IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Executive Employment Agreement as of the Effective
Date, which Agreement shall be effective as of the Effective Date.


 


	EMPLOYEE

     

     

     /s/ Soo Il Benjamin Yi

    Soo Il Benjamin
    Yi

     
	RIOT
    BLOCKCHAIN, INC.

     

     

    By: /s/ Hanna Cho

    Name: Hannah Cho

    Title: Chairperson of the Human Resources
    and Compensation Committee



 


 


 


	Attachments:		Description of Job Responsibilities (Exhibit “A”) 
Sample Equity
Award Agreement (Exhibit “B”) 
Confidentiality and
Non-Competition Agreement (Exhibit “C”)









 


 


 


 


 


[Signature
Page to Riot Blockchain, Inc. Executive Employment Agreement]


 


 



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